UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of
1934
Date
of Report (Date of Earliest Event Reported): January 18, 2010
NATURAL GAS SERVICES GROUP,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Colorado
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1-31398
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75-2811855
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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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508
West Wall Street, Suite 550
Midland,
TX 79701
(Address
of Principal Executive Offices)
(432)
262-2700
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former
Name or Former Address if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)).
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-14(c)).
Item 5.02 Departure of Directors
or Principal Officers; Election of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers.
On January 18, 2010, our Compensation
Committee met to discuss compensation matters concerning Stephen C. Taylor, our
President, Chief Executive Officer and Chairman of the
Board. Pursuant to the terms of our employment agreement with Mr.
Taylor, we reviewed his base salary, but in compliance with his request and in
keeping with the company-wide salary freeze, no increase was made to his 2009
base salary. In accordance with his employment agreement, Mr. Taylor
was granted a stock option to purchase 30,000 shares of our common stock
pursuant to our 1998 Stock Option Plan. The option is subject to vesting
requirements under which one-third of the option shares will vest and become
exercisable on the first anniversary of the grant date and another one-third of
the option shares will vest on the second and third anniversary date thereafter.
The exercise price of the option is $19.90 per share, the fair market value of
our common stock on the date of grant. The option expires ten years
from the date of grant.
In
addition to the stock option noted above, on the same date we granted to Mr.
Taylor restricted stock awards totaling 5,000 shares of common stock under our
2009 Restricted Stock/Unit Plan (the “Plan”). The 5,000 shares of
common stock issued to Mr. Taylor are subject to a one year vesting requirement,
subject to acceleration (an “Acceleration Event”) in the case of (i) death,
disability, or retirement of the recipient employee, or (ii) a change of control
in the Company, as set forth in the Plan. Thus, except in the case of
an Acceleration Event, if Mr. Taylor’s employment is terminated prior to January
18, 2011, he will forfeit the shares of common stock he has received in
connection with the restricted stock award described herein.
Finally,
the Committee modified the terms of Mr. Taylor’s potential bonus participation
for 2010 in connection with our Incentive Cash Bonus Program (“IBP”), our bonus
program that provides guidelines for the calculation of annual non-equity
incentive based compensation in the form of cash bonuses to our
executives. The bonuses awarded under the IBP are short-term awards
in recognition of the overall performance and efforts made by our executives
during a particular year. Each year, the Committee approves the group
of executives eligible to participate in the IBP and establishes target award
opportunities for such executives. In the past, Mr. Taylor was
eligible to receive a target award of up to 50% of his base
salary. For 2010, the Committee modified his participation in the IBP
to provide for a target award opportunity of up to 60% of Mr. Taylor’s base
salary.
Mr.
Taylor is employed pursuant to an employment agreement entered into on October
25, 2008, which was summarized in our Report on Form 8-K filed with the SEC on
October 30, 2008, and filed as an exhibit thereto.
.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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NATURAL
GAS SERVICES GROUP, INC.
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Dated:
January 21, 2010
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By:
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/s/
Stephen C. Taylor
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Stephen
C. Taylor
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President
& Chief Executive
Officer
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