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
Filing (Date of Report and Earliest Event Reported): February 12, 2007
(February
6, 2007)
CTS
CORPORATION
(Exact
Name of Company as Specified in Its Charter)
|
Indiana
|
1-4639
|
35-0225010
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Numbers)
|
(I.R.S.
Employer Identification Nos.)
|
| |
|
|
|
905
West Boulevard North
|
|
|
|
Elkhart,
Indiana
|
|
46514
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Company’s
Telephone Number, Including Area Code: (574) 293-7511
(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 Company under any of the following
provisions:
| q |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| q |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| q |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| q |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers;
Compensatory Arrangements of Certain Officers.
On
February
6, 2007, the Compensation Committee of the Board of Directors of CTS Corporation
established target awards and quantitative performance goals for fiscal year
2007 which will determine restricted stock unit awards for executive officers
of
the corporation, including named executive officers, other than the current
Chief Executive Officer. Each of these executive officers will receive 0%
to
200% of a target number of restricted stock units established for his position.
The maximum number of restricted stock units that may be awarded to any
executive officer is 12,000. The percentage of the target awarded will depend
on
CTS Corporation's year-over-year sales growth and free cash flow for fiscal
year
2007. After completion of the 2007 fiscal year, the Compensation Committee
will
certify the extent to which performance goals have been met and determine
the
number of restricted stock units to be awarded. Awards will be made in 2008
under the terms of the CTS Corporation 2004 Omnibus Long-term Incentive Plan.
Awards will cliff-vest and be settled three years after the end of the
performance period. Vesting will be fully accelerated in the event of
involuntary termination and vesting of a pro-rata portion of the award will
be
accelerated in the event of qualified retirement. Restricted stock units
will
convert one-for-one to CTS Corporation common stock upon settlement. The
CTS
Corporation 2004 Omnibus Long-term Incentive Plan and the standard form of
restricted stock unit agreement for executive officers have been previously
filed by CTS Corporation as exhibits to its Annual Report on Form 10-K.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has
duly
caused this report to be signed on its behalf by the undersigned hereunto
duly
authorized.
CTS
CORPORATION
/s/ James
L.
Cummins
By:
James
L.
Cummins
Senior
Vice President Administration
Date:
February 12, 2007