On August 15, 2018, the Compensation Committee (the "Committee") of the Board of Directors of LSI Industries Inc. (the "Company") adopted the FY19 Long Term Incentive Plan for Named Executive Officers (the "FY19 LTIP").  The FY19 LTIP provides for the issuance of share-based awards to named executive officers of the Company pursuant to the LSI Industries Inc. Amended and Restated 2012 Stock Incentive Plan, as of November 17, 2016 (the "2012 Stock Incentive Plan"). Pursuant to the FY19 LTIP on and effective as of the close of business on August 16, 2018 the Committee approved the award of service-based stock options and performance stock units ("PSUs") to the Company's named executive officers as follows:

The service-based stock option awards vest ratably over a three year time period and have a ten year exercise term. The vesting of PSU awards is subject to the achievement of return on net assets ("RONA") and EBITDA objectives over a three-year performance cycle.  As part of the transition from the FY18 LTIP one-year performance cycle to the FY19 LTIP three-year performance cycle, the Committee has approved a FY19 LTIP feature that provides that one-third of the FY19 PSU awards may vest and be paid on the first anniversary grant date if specified one-year RONA and EBITDA objectives are achieved.  If such one-year metrics are not achieved, the entire amount of the FY19 PSU awards may be earned over the three-year performance cycle. The summary description of the FY19 LTIP set forth above is qualified in its entirety by reference to the FY19 LTIP filed as an exhibit herewith and incorporated herein by reference.

The Committee also approved and adopted on August 15, 2018 the FY2019 Short Term Incentive Plan for Named Executive Officers (the "2019 STIP"). The 2019 STIP provides for the payment of cash bonuses to the Company's named executive officers if fiscal year 2019 net sales and operating income objectives are met.  A graduated scale of bonus potential stated as a percentage of base salary is identified at indicated levels of achievement of such objectives. The summary description of the 2019 STIP set forth above is qualified in its entirety by reference to the FY19 STIP filed as an exhibit herewith and incorporated herein by reference.

The Committee also determined and approved FY18 STIP cash incentive awards and approved annual base salaries (to be effective on September 1, 2019) for the Company's named executive officers as follows:

The cash incentive awards set forth in the table above are being paid pursuant to the Company's FY2018 Short Term Incentive Plan for Named Executive Officers (the "FY18 STIP"). The FY18 STIP provides for cash bonus awards to the Company's named executive officers based on the achievement of net sales and operating income objectives.  A graduated scale of bonus potential stated as a percentage of base salary is identified at indicated levels of achievement of such objectives.

 

On August 15, 2018 the Committee also approved a $50,000 cash bonus payment effective September 1, 2018 to Crawford Lipsey, the Company's President and Chief Operating Officer.

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