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1.
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To
provide incentive to Orion’s Senior Management Team to grow the overall
business of Orion in a profitable manner.
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2.
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To
financially reward executives for achievement of overall Company goals, as
well as individual goals.
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3.
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Eligibility
for the EIP includes the CEO, President & COO, CFO and Regional
Executive Vice Presidents.
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4.
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The
EIP incentive pool will be based on Orion’s performance and will be based
upon Orion’s pre-EIP bonus.
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5.
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Formula
Component — 75% of the incentive determination for EIP participants will
be based on the achievement of the consolidated Net Cash Flow target
(the “Target”). This component is only available if
Company meets or exceeds 80% of
Target.
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6.
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Discretionary
Component – 25% of the incentive determination for EIP participants will
based on annually agreed to individual objectives. This
component is only available if Company meets or exceeds 80% of
Target.
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7.
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Earned
awards are payable only if an EIP participant is an employee in good
standing. Good standing means that, at the time of payout, an
employee:
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8.
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Incentive
awards will be calculated and are payable as soon as practical following
the close of the fiscal year. Awards will be paid as ordinary
income and will be subject to payroll tax
withholding.
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10.
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If
an employee terminates prior to the fiscal year’s close because of death
or disability (as defined in Company’s long-term disability plan), EIP
awards will be prorated for the
year.
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11.
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The
EIP Administrator will be a committee approved by the Board of Directors’
Compensation Committee.
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12.
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The
EIP Administrator will approve annually developed performance measures,
performance standards, and award levels, subject to the approval of the
Board of Directors’ Compensation Committee.
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13.
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The
EIP Administrator will approve all finalized award payments before
submission to payroll, subject to the approval of the Board of Directors’
Compensation Committee.
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15.
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The
EIP Administrator will have all authority to approve continuation,
modification or elimination of the Plan based upon a review of actual
results, subject to the approval of the Board of Director’s Compensation
Committee.
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16.
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Terms
of valid employment agreements, if any, supercede the terms and conditions
of this document.
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17.
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The
EIP is effective as of the fiscal year beginning January 1, 2005 and will
continue until terminated by the Board of
Directors’ Compensation
Committee.
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VIII. Fiscal
Year Provisions
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18.
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In
any fiscal year the EIP Administrator, subject to the approval of the
Board of Directors’ Compensation Committee, may set forth additional terms
applicable to the administration of the EIP for such fiscal year in an
appendix to this document; provided that no term may be set forth in an
appendix to this document that would cause a “material modification” of
the EIP, as defined in Treasury Regulation §
1.162-27(h)(1)(iii).
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