| | On February 15, 2019, Mr. Paul Newbourne, Executive Vice President and Chief Operating Officer of Covenant Transport Solutions, Inc. (“Solutions”) informed Covenant Transportation Group, Inc. (the "Company") of his plans to retire in the spring of 2019. Mr. Newbourne informed the Company of his desire to provide a smooth transition by continuing to serve in his roles until a suitable replacement is found. The Company has greatly appreciated Mr. Newbourne's dedicated and valuable service and wishes him well following his retirement. On February 20, 2019, the Compensation Committee (the "Committee") of the Company’s Board of Directors (the "Board") approved performance-based bonus opportunities for the Company's senior management group (the "Program") under the Company's 2006 Omnibus Incentive Plan, as amended (the "Plan"). As set forth in the Plan, the Committee may choose from a range of defined performance measures. Under the Program, and consistent with the objectives of the Plan, certain employees, including the Company's named executive officers, may receive bonuses upon satisfaction of fiscal 2019 consolidated earnings per share targets (and, for Sam Hough and Paul Newbourne, the satisfaction of fiscal 2019 operating income and operating ratio targets established for the Company's subsidiaries, Covenant Transport, Inc. ("CTI") and Solutions, respectively) (collectively, the "Performance Targets"). Each applicable Performance Target corresponds to a percentage bonus opportunity for the employee that is multiplied by the employee's 2019 year-end annualized salary to determine the employee's bonus. Pursuant to the Program, in 2019 the Company's named executive officers are eligible to receive performance bonuses as follows: (i) David Parker may receive between 20.0% and 160.0% of his 2019 year-end annualized salary depending on the consolidated Performance Targets achieved, if any, (ii) Joey Hogan may receive between 18.75% and 150.0% of his 2019 year-end annualized salary depending on the consolidated Performance Targets achieved, if any, (iii) Richard Cribbs may receive between 15.0% and 120.0% of his 2019 year-end annualized salary depending on the consolidated Performance Targets achieved, if any, (iv) Sam Hough may receive between 6.875% and 55.0% of his 2019 year-end annualized salary depending on the consolidated Performance Targets achieved, if any, and between 6.875% and 55.0% of his 2019 year-end annualized salary depending on the Performance Targets achieved for CTI, if any, and (v) Paul Newbourne may receive between 6.25% and 50.0% of his annualized salary as of the date of his retirement depending on the consolidated Performance Targets achieved, if any, and between 12.5% and 50.0% of his annualized salary as of the date of his retirement depending on the Performance Targets achieved for Solutions, if any. The performance bonus earned by Mr. Newbourne will be prorated for the partial year of service through his retirement date. |
