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OREGON
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0-21820
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93-0822509
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02.
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
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(e)
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On
March 16, 2007, the Compensation Committee of the Board of Directors
of
Key Technology, Inc. (the "Company") approved the performance goals
and
formulas that will determine the amount, if any, of bonus compensation
for
the fiscal year ending September 30, 2007, that can be earned by
each of
the Company's four most highly compensated executive officers under
their
respective individual incentive plans. Mr. David Camp, the Company's
President and Chief Executive Officer, Mr. John Boutsikaris, the
Company's
Senior Vice President of Sales and Marketing, Mr. Craig T. J. Miller,
the
Company's Senior Vice President and General Manager of Aftermarket
Business, and Gordon Wicher, the Company's Senior Vice President
and
General Manager of Americas and Asia, each participate in an individual
incentive plan. The bonus awards under each plan, if any, will be
paid on
or before December 15, 2007.
Mr.
Camp may earn bonus compensation if the Company's revenue growth
and
return on capital in fiscal 2007 meet or exceed certain base amounts.
In
the event these base amounts are exceeded, Mr. Camp will be considered
for
cash bonus compensation of between 20% and 200% of his annual salary,
based on the percentage by which the Company's net income (net of
bonus
awards) for fiscal 2007 varies from a targeted amount, as
follows:
Percentage
of Net
Income
Target Bonus
(as percentage of annual salary)
50%
20%
70%
40%
80%
60%
90%
80%
100%
100%
110%
125%
120%
150%
130%
175%
140%
or
greater
200%
In
addition, if the Company meets the minimum base amounts for revenue
growth
and return on capital in fiscal 2007, Mr. Camp will receive an award
of
between 1,800 and 3,600 shares of restricted stock, pursuant to a
formula
that takes into account the amounts of the Company's revenue growth
and
net income in fiscal 2007.
Mr.
Boutsikaris may earn bonus compensation equal to 20% of his annual
salary
if the Company's bookings meet or exceed a budgeted targeted amount
in
fiscal 2007. Mr. Boutsikaris may also receive an additional bonus
amount
equal to 15% of his annual salary for each increment of 10% by which
the
Company's bookings exceed the budgeted targeted amount in fiscal
2007.
Mr.
Miller may earn bonus compensation equal to 20% of his annual salary
if
the Company's revenue from aftermarket products meets or exceeds
a
targeted amount in fiscal 2007. Mr. Miller will also receive an additional
bonus amount equal to 15% of his annual salary for each increment
of 10%
by which the Company's revenue from aftermarket products exceeds
the
targeted amount.
Mr.
Wicher may earn bonus compensation equal to 20% of his annual salary
if
the Company's shipments of optical equipment, material handling equipment,
exchanges, optical upgrades and parts, but excluding sold service,
warranties and training, meets or exceeds a targeted amount in fiscal
2007. Mr. Wicher will also receive an additional bonus amount equal
to 15%
of his annual salary for each increment of 10% by which the Company's
shipments of the above-described products exceeds the targeted
amount.
In
addition to the foregoing, Messrs. Boutsikaris, Miller and Wicher
will
each earn bonus compensation equal to 50% of their respective annual
salaries if the Company's net income for fiscal 2007 (exclusive of
the
previously announced gain from the sale of the Company's interest
in its
InspX joint venture) meets or exceeds a targeted amount. Messrs.
Boutsikaris, Miller and Wicher will also receive an additional bonus
amount equal to 15% of their respective annual salaries for each
increment
of 10% by which the Company's net income for fiscal 2007 exceeds
the
targeted amount. Bonus compensation for Messrs. Boutsikaris, Miller
and
Wicher may not exceed 100% of their respective annual salaries without
the
further approval of the Compensation Committee.
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KEY
TECHNOLOGY, INC.
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/s/
DAVID M. CAMP
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David
M. Camp
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President
and Chief Executive Officer
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