-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KPXhxjDJMwtteu6+SPG0+XVYNPz+p6Tr5ZhgNDC2FQ+nt8qLae6N0uBEZZOdgj6D /CkKS79ffSvcX6aBz/ztdA== 0000202763-96-000010.txt : 19960711 0000202763-96-000010.hdr.sgml : 19960711 ACCESSION NUMBER: 0000202763-96-000010 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960710 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNCOR INTERNATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000202763 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 850229124 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-08640 FILM NUMBER: 96592817 BUSINESS ADDRESS: STREET 1: 20001 PRAIRIE ST CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8188867400 MAIL ADDRESS: STREET 2: 20001 PRAIRIE ST CITY: CHATSWORTH STATE: CA ZIP: 91311 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR PHARMACY INC DATE OF NAME CHANGE: 19860309 10-K/A 1 ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________________________________________ FORM 10-K/A AMENDMENT NO. 1 TO [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ______________________________________________________ FOR THE YEAR ENDED DECEMBER 31, 1995 COMMISSION FILE NUMBER 0-8640 SYNCOR INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 85-0229124 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 20001 PRAIRIE STREET, CHATSWORTH, CALIFORNIA 91311-2185 (Address of principal executive offices) (Zip Code) (818) 886-7400 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK $.05 PAR VALUE (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10- K/A or any amendment to this Form 10-K/A. X ___ The aggregate market value of the voting stock held by non-affiliates of the Registrant, computed by reference to the average bid and asked prices of such stock on July 5, 1996 is $134,334,784.20. The number of shares outstanding of the Registrant's $0.05 par value common stock as of July 5, 1996 was 10,117,710 shares. Documents incorporated by reference into this report: None ============================================================================== PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a)3. INDEX TO EXHIBITS. The list of exhibits filed as part of the report on Form 10-K or incorporated therein by reference appear as the amended Index to Exhibits on page 1 hereof. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SYNCOR INTERNATIONAL CORPORATION By: /s/ Michael E. Mikity ______________________________ Sr. Vice President, Treasurer and Chief Financial Officer Date: 7/10/96 INDEX TO EXHIBITS EXHIBIT NO. 3. Certificate of Incorporation and By-Laws 3.1 Restated Certificate of Incorporation of the Company filed as Exhibit 3.1 to the 8/28/87 Form 10-K and incorporated herein by reference. 3.2 Restated By-Laws of the Company. 4. Instruments Defining the Rights of Security Holders 4.1 Stock Certificate for Common Stock of the Company filed as Exhibit 4.1 to the 8/26/86 Form 10-K and incorporated herein by reference. 4.2 Rights Agreement dated as of 11/8/89 between the Company and American Stock Transfer & Trust Company filed as Exhibit 2.1 to the Registration Statement on Form 8-A dated 11/3/89 and incorporated herein by reference. 10. Material Contracts 10.1 Employment Agreement dated 2/1/89, between the Company and Gene R. McGrevin filed as Exhibit 10.2 to 1/27/89 Form 8-K and incorporated herein by reference.* 10.2 First Amendment dated 7/11/89 to Employment Agreement dated 2/1/89 between the Company and Gene R. McGrevin filed as Exhibit 10.5 to 8/30/90 Form 10-K and incorporated herein by reference.* 10.3 Second Amendment dated 10/16/89 to Employment Agreement dated 2/1/89 between the Company and Gene R. McGrevin filed as Exhibit 10.6 to 8/30/90 Form 10-K and incorporated herein by reference.* 10.4 Third amendment dated 1/1/91 to Employment Agreement dated 2/1/89 between the Company and Gene R. McGrevin filed as Exhibit 10.7 to 8/29/91 Form 10-K and incorporated herein by reference.* 10.5 Syncor International Corporation 1981 Master Stock Option Plan as amended filed as part of Company's Proxy Statement dated 11/5/85, for its Annual Meeting of Shareholders held 11/26/85, and incorporated herein by reference.* 10.6 Stock Option Agreement of Gene R. McGrevin dated 1/2/92 filed as Exhibit 10.16 to 8/27/92 Form 10-K and incorporated herein by reference.* 10.7 Form of Indemnity Agreement substantially as entered into between Company and each Director and Officer filed herein as Exhibit 3.2 Appendix A.* 10.8 Form of Benefits Agreement substantially as entered into between Company and each Director.* 10.9 Form of Benefits Agreement substantially as entered into between Company and certain employees, filed herein as Exhibit 10.8.* 10.10 Syncor International Corporation 1990 Master Stock Incentive Plan As Amended and Restated filed as part of Company's Proxy Statement dated 10/4/93 for its Annual Meeting of Shareholders held 11/15/93 and incorporated herein by reference.* 10.11 Syncor International Corporation Deferred Compensation Plan effective July 1, 1991, as Amended and Restated effective April 19, 1993, filed as Exhibit 10.11 to 3/30/93 Form 10-K and incorporated herein by reference.* 10.12 Employment Agreement dated July 21, 1993, between the Company and Robert G. Funari filed as Exhibit 10.12 to 3/30/94 Form 10-K and incorporated herein by reference.* 10.13 Syncor International Corporation McGrevin Deferred Compensation Plan, Amended and Restated, effective October 23, 1995.* 10.14 Split Ownership/Split Dollar Life Insurance Assignment Agreement effective June 10, 1993, between the Company and Gene R. McGrevin filed as Exhibit 10.14 to 8/30/90 Form 10-K and incorporated herein by reference.* 10.15 Form of Stock Option Agreement substantially as entered into between the Company and certain employee Directors and employees filed as Exhibit 10.15 to 3/30/94 Form 10-K and incorporated herein by reference.* 10.16 Form of Stock Option Agreement substantially as entered into between the Company and certain non-employee Directors filed as Exhibit 10.16 to 3/30/94 Form 10-K and incorporated herein by reference.* 10.17 Non-employee Director 1995 Stock Incentive Award Agreement dated January 24, 1995 entered into between the Company and Arnold E. Spangler.* 10.18 Non-employee Director 1995 Stock Incentive Award Agreement dated January 24, 1995 entered into between the Company and George S. Oki.* 10.19 Non-employee Director 1995 Stock Incentive Award Agreement dated January 24, 1995 entered into between the Company and Henry Wagner, Jr.* 10.20 1995 Management Incentive Plan, included herewith.* 11. Statement Re: Computation of Per Share Earnings Computation can be clearly determined from the material contained in the Company's Annual Report to Shareholders for year ended December 31, 1995. 13. Annual Report to Security Holders Syncor International Corporation Annual Report to Shareholders for the year ended December 31, 1995, except for specific information in such Annual Report expressly incorporated herein by reference, is furnished for the information of the Commission and is not to be deemed "filed" as part hereof. 21. Subsidiaries of the Registrant State or Country Name of Subsidiary of Organization __________________ ________________ Syncor Investment Management Corporation Delaware Syncor Management Corporation California Syncor Midland, Inc. Texas Syncor Global Holdings Ltd. British Virgin Islands Syncor International (Thailand) Co., Ltd. Kingdom of Thailand Specialised Medical Trading Pty Ltd. Commonwealth of Australia** Syncor de Mexico, S.A. de C.V. United States of Mexico** Syncor Hong Kong Limited Hong Kong B.C.C.** Syncor Korea, Inc. Republic of Korea** Syncor Pharmacies Australia Pty Ltd. Commonwealth of Australia** Syncor Philippines, Inc. Republic of the Philippines** Syncor New Zealand Ltd. New Zealand** Syncor Taiwan, Inc. Taiwan Republic of China** 23. Consents of Experts and Counsel Consent of KPMG Peat Marwick LLP. __________________________________________ * Management contracts or compensatory plan ** Subsidiaries of Syncor Overseas Ltd. (formerly known as Syncor Global Holdings Ltd.) SYNCOR INTERNATIONAL CORPORATION MANAGEMENT INCENTIVE PLAN 1995 1995 MANAGEMENT INCENTIVE PLAN PURPOSE _______ The 1995 Management Incentive Plan is designed to support the achievement of the Company's profit objectives by incentivizing managers, directors and above who have direct influence in accomplishing Syncor's business objectives for 1995. Direct influence is defined as budgetary responsibility, major program responsibility, and sales responsibility. OVERVIEW ________ The 1995 Management Incentive Plan was developed based on feedback from the Sales and Service Task Force (SSTF) and management criteria. The SSTF recommended that the 1995 Plan be designed based on the following criteria: o Profit driven o Shared or common goals o Simplicity o Realistic, equitable goals o Linear relationship with goal achievement o Measurable Based on these recommendations and management criteria that the Plan be consistent with overall Company performance (EARNINGS PER SHARE - EPS), provide equity in total incentive opportunity, and be affordable, the Management Incentive Plan was developed and consists of four incentive components. Based on your position, you may be eligible for one or more of the following components of the Management Incentive Plan: 1) Local Achievement Incentive ___________________________ 2) Earnings Per Share (EPS) Incentive* ___________________________________ 3) EPS Over-achievement Incentive* _______________________________ 4) Long Term Incentive* ____________________ *The EPS Incentive, EPS Over-achievement Incentive, and Long Term Incentive are subject to MANAGEMENT BY OBJECTIVES (MBO's). Please refer to the MBO section on pages 5 and 6 for more details. The following two pages summarize how payment under each of the Incentive Plan components (1 - 3) is determined and what positions are eligible to participate in the component(s). 1995 Management Incentive Plan Page 2
============================================================================================================================= Local Achievement Payment Earnings Per Share Payment EPS Over-achievement Payment Position Incentive Based On (EPS) Incentive* Based On Incentive* Based on _____________________________________________________________________________________________________________________________ Local Syncor's Syncor's Pharmacy Paid at 100% targeted Pharmacy Paid at achievement of Combined Paid at achievement of Combined Manager profit contribution CY95 EPS = $.40/share and CY95 EPS > $.45/share CY95 achievement Annual EPS = $.45/share Annual Annual Results Results Results _____________________________________________________________________________________________________________________________ Local Syncor's Syncor's Sr. Paid at 100% targeted Pharmacy Paid at achievement of Combined Paid at achievement of Combined Pharmacy profit contribution CY95 EPS = $.40/share and CY95 EPS > $.45/share CY95 Manager achievement Annual EPS = $.45/share Annual Annual Results Results Results _____________________________________________________________________________________________________________________________ Syncor's Syncor's Sales Paid at achievement of Combined Paid at achievement of Combined Manager N/A N/A EPS = $.40/share and CY95 EPS > $.45/share CY95 EPS = $.45/share Annual Annual Results Results _____________________________________________________________________________________________________________________________ Syncor's Syncor's General Paid at achievement of Combined Paid at achievement of Combined Manager N/A N/A EPS = $.40/share and CY95 EPS > $.45/share CY95 EPS = $.45/share Annual Annual Results Results _____________________________________________________________________________________________________________________________ Syncor's Syncor's National Paid at achievement of Combined Paid at achievement of Combined Account N/A N/A EPS = $.40/share and CY95 EPS > $.45/share CY95 Manager EPS = $.45/share Annual Annual Results Results ============================================================================================================================= *Payment of Incentive is subject to MBO's. Please refer to pages 5 and 6 for more details. /TABLE 1995 Management Incentive Plan Page 3
============================================================================================================================= Local Achievement Payment Earnings Per Share Payment EPS Over-achievement Payment Position Incentive Based On (EPS) Incentive* Based On Incentive* Based on _____________________________________________________________________________________________________________________________ Syncor's Syncor's Corporate Paid at achievement of Combined Paid at achievement of Combined Manager N/A N/A EPS = $.40/share and CY95 EPS > $.45/share CY95 (Grade 314+) EPS = $.45/share Annual Annual Results Results _____________________________________________________________________________________________________________________________ Syncor's Syncor's Program Paid at achievement of Combined Paid at achievement of Combined Director N/A N/A EPS = $.40/share and CY95 EPS > $.45/share CY95 EPS = $.45/share Annual Annual Results Results _____________________________________________________________________________________________________________________________ Syncor's Syncor's Sales Paid at achievement of Combined Paid at achievement of Combined Manager N/A N/A EPS = $.40/share and CY95 EPS > $.45/share CY95 EPS = $.45/share Annual Annual Results Results _____________________________________________________________________________________________________________________________ Syncor's Syncor's General Paid at achievement of Combined Paid at achievement of Combined Manager N/A N/A EPS = $.40/share and CY95 EPS > $.45/share CY95 EPS = $.45/share Annual Annual Results Results _____________________________________________________________________________________________________________________________ Syncor's Syncor's National Paid at achievement of Combined Paid at achievement of Combined Account N/A N/A EPS = $.40/share and CY95 EPS > $.45/share CY95 Manager EPS = $.45/share Annual Annual Results Results ============================================================================================================================= *Payment of Incentive is subject to MBO's. Please refer to pages 5 and 6 for more details.
1995 Management Incentive Plan Page 4 PAY COMPONENTS ______________ I. A LOCAL ACHIEVEMENT INCENTIVE is assigned for each Pharmacy Manager and Senior Pharmacy Manager. An Incentive is earned when targeted PROFIT CONTRIBUTION for the pharmacy(ies) is attained. (Note: No incentive will be paid out for achievement below 100% of targeted PROFIT CONTRIBUTION). The LOCAL ACHIEVEMENT INCENTIVE is paid out on an annual basis. NOTE: DAYS SALES OUTSTANDING (DSO) WILL IMPACT THE PROFIT CONTRIBUTION ACHIEVEMENT. COST OF MONEY WILL BE A LINE ITEM ABOVE THE GROSS PROFIT LINE ON THE P&L. II. The EPS INCENTIVE includes two possible incentive payments: 1) If the Company meets its targeted EPS of $.40/share, and 2) if the Company exceeds its targeted EPS and attains $.45/share. A percent of salary is designated for each eligible employee for both levels of EPS achievement: $.40/share and $.45/share. To calculate the EPS INCENTIVE at $.40/share, the designated percentage is multiplied by the eligible employee's salary. To calculate the EPS INCENTIVE at $.45/share, the designated percentage is multiplied by the eligible employee's salary; add the result to the incentive calculated at $.40/share to calculate the total EPS INCENTIVE. The salary used to determine the incentive payment will be the salary in effect at 01/01/95. However, if an employee receives a salary change during 1995, the payment will be determined on a prorated basis for the different salary levels. (PLEASE REFER TO THE ELIGIBILITY CHART ON PAGE 8 FOR YOUR LOCAL ACHIEVEMENT INCENTIVE, IF APPLICABLE, AND PERCENTAGE OF SALARY PAYABLE FOR EPS ACHIEVEMENT.) III. An EPS OVER-ACHIEVEMENT INCENTIVE is paid to eligible employees when the Company exceeds $.45/share. For every dollar earned above $.45/share, ------- $.30 will be contributed to an Incentive Pool. To calculate the incentive amount, an employee's total incentive under the EPS Incentive portion of the Management Incentive Plan is divided by the total payout for all employees under the EPS Incentive portion of the Management Incentive Plan to determine the employee's percentage of the total payout. That percentage is then multiplied by the Incentive Pool to calculate the EPS OVER-ACHIEVEMENT INCENTIVE. For example: EPS Incentive _____________ 1) @ $.40/share $5,000 Total incentive costs = $3,000,000 2) @ $.45/share $2,000 ______ Total $7,000 $7,000/$3,000,000 = .00233 (.233%) ====== EPS Over-achievement Incentive ______________________________ Pool = $100,000 $100,000 X .00233 = $233.00 EPS Over-achievement Incentive ======= 1995 Management Incentive Plan Page 5 A LONG TERM INCENTIVE has been designed to reward LONG TERM results. Program Directors, Directors, General Mangers, Executive Directors, and Officers will have an additional percentage of salary designated for each achievement level (i.e. $.40/share and $.45/share) set aside in a long term plan. This LONG TERM INCENTIVE will have vesting requirements. Please refer to pages 11-12 for more details if you are eligible for this Plan. MANAGEMENT BY OBJECTIVES (MBO's) ________________________________ In order to be eligible to receive an EPS Incentive and EPS Over-achievement _____________ ____________________ Incentive, you must have successfully completed established MANAGEMENT BY _________ OBJECTIVES (MBO's). (Please refer to the MBO Worksheet on pages 9 and 10.) Any EPS Incentive or EPS Over-achievement Incentive earned will be multiplied by your MBO percentage to determine your incentive payout. The MBO's for managers are determined as follows: FIELD MANAGERS: 80% = PROFIT CONTRIBUTION (PC) ============================================= PC Achievement Level MBO % Formula ____________________ _____________ 90% - 94.9% 80% X 1/3 95% - 99.9% 80% X 2/3 100% 80% X 3/3 ============================================= *Less than 90% achievement will result in no PC credit in the MBO formula. 10% = Q&R Audits ============================================================================ % Achievement Number & Audit Result Level MBO % Formula _______________________________ _____________ _____________ Three Excellent Audits 100% 10% X 1 Two Excellent & one Acceptable 100% 10% X 1 One Excellent & two Acceptables 100% 10% X 1 Three Acceptables 100% 10% X 1 One Below Standard Marginal 50% 10% X 1/2 Two Below Standard Marginal 0% 10% X 0 One Below Standard Acute 0% 10% X 0 ============================================================================
10% = 120 Day Plans (implementation in 2nd trimester) Criteria = Supervisor evaluation of staff development/succession planning, DuPont team, etc. Please refer to Appendix I for the definitions of all italicized terms. 1995 Management Incentive Plan Page 6 CORPORATE MANAGERS (COST CENTER RESPONSIBILITY ONLY): 60% = Supervisor evaluation of achievement of department functional business objectives 40% = BUDGET ATTAINMENT ============================================ BUDGET ATTAINMENT MBO % FORMULA _________________ _____________ 104.9% - 110% 40% X 1/3 100% - 105% 40% X 2/3 100% or less 40% X 3/3 ============================================ CORPORATE MANAGERS (COST CENTER WITH FILED RESPONSIBILITY): 40% = Supervisor evaluation of achievement of department functional business objectives 60% = BUDGET ATTAINMENT ============================================ BUDGET ATTAINMENT MBO % FORMULA _________________ _____________ 90% - 94.9% 60% X 1/3 95% - 99.9% 60% X 2/3 100% 60% X 3/3 ============================================ It is the responsibility of the manager and his/her supervisor to track the performance of the manager throughout the year. In order to simplify the tracking process, an MBO Worksheet has been provided (see pages 9-10). The completed MBO Worksheet must be approved and submitted to Human Resources at the end of the year. Required approvals are the immediate supervisor and one level above. COMPLETED MBO WORKSHEETS MUST BE TURNED IN TO HUMAN RESOURCES BY FEBRUARY 16, 1996. If final budget numbers are not available in time to meet the deadline of 2/16/95, supervisors will be required to use their best estimate of budget results. - ------------- ELIGIBILITY AND OTHER RULES GOVERNING THE INCENTIVE PLAN ________________________________________________________ 1. Eligible employees must have a current Performance Appraisal rating of Low Successful or above. If an employee receives a performance rating of less than Low Successful, he/she develops a performance improvement plan agreed upon with the employee's supervisor. When improvement plans have been carried out, the employee's supervisor must reevaluate the employee's performance. If the employee is rated at Low Successful at that time, he/she is eligible to participate in the Incentive Plan. An incentive payment may or may not be prorated for the year, based on performance issues, at the discretion of the supervisor. 1995 Management Incentive Plan Page 7 2. Eligible employees must be actively employed at Syncor at the end of the year to receive an annual payout. 3. Employees must begin employment with Syncor International Corporation before October 1, 1995, to participate in this Incentive Plan. Eligible employees whose first date of employment falls between January 1, 1995, and October 1, 1995, will participate on a prorated basis. If an employee's hire date occurs by the 15th of the month, the month will be credited for proration. If the employee's hire date occurs after the 15th of the month, the month will not be credited for proration and proration will start with the month following the employee's hire date. 4. Eligible employees who change positions or locations during the year will participate in the Incentive Plan prorated to the positions or locations held. The prorating rule as described above will apply, depending on the change in status date. 5. Eligible part-time employees will be paid a partial amount, based on the total number of hours worked during 1995. If the employee works at least 500 hours during the year, but less than an average of 35 hours a week, the employee will receive two-thirds payment, subject to the rules of the Plan. Employees who work on a casual basis, that is, less than 500 hours per year, are not eligible. 6. Payment of an incentive to eligible employees who take a leave of absence for any reason during the year will be considered on a case by case basis, which may or may not result in payment of an incentive. 7. In the circumstances of a windfall (e.g. a sales result that was realized outside the normal influencing role of the sales representative), management has the right to exclude the windfall from the normal incentive calculation. 8. Payment of an incentive will occur within two months after audited Calendar Year 1995 operating results are announced. It is expected that incentive payments will be distributed during March of 1996. THE INCENTIVE PLAN, AS DESCRIBED, SHALL BE THE MECHANISM AND THE WAY TO IMPLEMENT THE INTENTION OF MANAGEMENT. THIS INCENTIVE PLAN SHALL NOT OBLIGATE THE COMPANY OR MANAGEMENT TO GRANT THE BENEFITS CONTEMPLATED HEREUNDER. CURRENTLY, IT IS MANAGEMENT'S INTENTION AND BEST JUDGMENT THAT THE PLAN SHOULD BE CARRIED OUT AS DESCRIBED. HOWEVER, UPON HAPPENING OF UNFORESEEN CIRCUMSTANCES, MANAGEMENT RESERVES THE RIGHT TO CHANGE THE PLAN AT ANY TIME, RETROACTIVE TO THE BEGINNING OF 1995. NO BENEFITS ARE VESTED OR COUPLED WITH INTEREST BEFORE PAYMENT IS COMMENCED. 1995 Management Incentive Plan Page 8 ELIGIBILITY CHART As outlined on page 4, payment of a LOCAL ACHIEVEMENT INCENTIVE is based on 100% achievement of targeted profit contribution. Payment of an EPS INCENTIVE is based on the Company meeting EPS = $.40/share or EPS = $.45/share. Payment of an EPS OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding $.45/share. (The EPS Incentive and EPS Over-achievement Incentive are also dependent upon MBO's). The Local Achievement Incentive and percentages of salary for EPS achievement are shown below for the listed eligible position. ================================================================= Eligible Position Incentive Plan(s) Eligible For _________________________________________________________________ PHARMACY MANAGER* 1. Local Achievement Incentive Incentive = $8,125 2. EPS Incentive Percent of Salary @ $.40/share = 7% Percent of Salary @ $.45/share = 1.5% 3. EPS Over-achievement Incentive Incentive based on % of total payout ================================================================== *Note: This position may also participate in the 1995 Sales Incentive Plan if a sales territory is assigned. Pharmacy Manager 1995 Management Incentive Plan Page 8 ELIGIBILITY CHART As outlined on page 4, payment of a LOCAL ACHIEVEMENT INCENTIVE is based on 100% achievement of targeted profit contribution. Payment of an EPS INCENTIVE is based on the Company meeting EPS = $.40/share or $.45/share. Payment of an EPS OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding $.45/share. (The EPS Incentive and EPS Over-achievement Incentive are also dependent upon MBO's). The Local Achievement Incentive and percentages of salary for EPS achievement are shown below for the listed eligible positions. ================================================================= Eligible Position Incentive Plan(s) Eligible For _________________________________________________________________ PHARMACY MANAGER* 1. Local Achievement Incentive Incentive = $8,125 2. EPS Incentive Percent of Salary @ $.40/share = 7% Percent of Salary @ $.45/share = 1.5% 3. EPS Over-achievement Incentive Incentive based on % of total payout __________________________________________________________________ SENIOR PHARMACY MANAGER 1. Local Achievement Incentive Incentive = $10,000 2. EPS Incentive Percent of Salary @ $.40/share = 8% Percent of Salary @ $.45/share = 2% 3. EPS Over-achievement Incentive Incentive based on % of total payout ================================================================= *Note: This position may also participate in the 1995 Sales Incentive Plan if a sales territory is assigned. Senior Pharmacy Manager 1995 Management Incentive Plan Page 8 ELIGIBILITY CHART As outlined on page 4, payment of an EPS INCENTIVE is based on the Company meeting EPS = $.40/share or $.45/share. Payment of an EPS OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding $.45/share. (The EPS Incentive and EPS Over-achievement Incentive are also dependent upon MBO's). The percentages of salary for EPS achievement are shown below for the listed eligible position. ================================================================= Eligible Position Incentive Plan(s) Eligible For _________________________________________________________________ SALES MANAGER* 1. EPS Incentive Percent of Salary @ $.40/share = 25% Percent of Salary @ $.45/share = 5% 2. EPS Over-achievement Incentive Incentive based on % of total payout ================================================================= *Note: This position also participates in the 1995 Sales Incentive Plan. Sales Manager 1995 Management Incentive Plan Page 8 ELIGIBILITY CHART As outlined on page 4, payment of an EPS INCENTIVE is based on the Company meeting EPS = $.40/share or $.45/share. Payment of an EPS OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding $.45/share. (The EPS Incentive and EPS Over-achievement Incentive are also dependent upon MBO's). The percentages of salary for EPS achievement are shown below for the listed eligible position. (If you supervise employees eligible for this Plan, please refer to Appendix III for the Local Achievement Incentive and percentages of salary for EPS achievement for your employees.) ================================================================= Eligible Position Incentive Plan(s) Eligible For _________________________________________________________________ GENERAL MANAGER* 1. EPS Incentive Percent of Salary @ $.40/share = 34% Percent of Salary @ $.45/share = 9% 2. EPS Over-achievement Incentive Incentive based on % of total payout ================================================================= *Note: This position also participates in the 1995 Long Term Incentive Plan. General Manager 1995 Management Incentive Plan Page 8 ELIGIBILITY CHART As outlined on page 4, payment of an EPS INCENTIVE is based on the Company meeting EPS = $.40/share or $.45/share. Payment of an EPS OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding $.45/share. (The EPS Incentive and EPS Over-achievement Incentive are also dependent upon MBO's). The percentages of salary for EPS achievement are shown below for the listed eligible position. ================================================================= Eligible Position Incentive Plan(s) Eligible For _________________________________________________________________ NATIONAL ACCOUNT MANAGER* 1. EPS Incentive Percent of Salary @ $.40/share = 18% Percent of Salary @ $.45/share = 4% 2. EPS Over-achievement Incentive Incentive based on % of total payout ================================================================= *Note: This position also participates in the 1995 Sales Incentive Plan. National Account Manager 1995 Management Incentive Plan Page 8 ELIGIBILITY CHART As outlined on page 4, payment of an EPS INCENTIVE is based on the Company meeting EPS = $.40/share or $.45/share. Payment of an EPS OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding $.45/share. (The EPS Incentive and EPS Over-achievement Incentive are also dependent upon MBO's). The percentages of salary for EPS achievement are shown below for the listed eligible position. ================================================================= Eligible Position Incentive Plan(s) Eligible For _________________________________________________________________ CORPORATE MANAGER - 1. EPS Incentive GRADE 314 Percent of Salary @ $.40/share = 6% Percent of Salary @ $.45/share = 2% 2. EPS Over-achievement Incentive Incentive based on % of total payout =================================================================== Corporate Manager (314) 1995 Management Incentive Plan Page 8 ELIGIBILITY CHART As outlined on page 4, payment of an EPS INCENTIVE is based on the Company meeting EPS = $.40/share or $.45/share. Payment of an EPS OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding $.45/share. (The EPS Incentive and EPS Over-achievement Incentive are also dependent upon MBO's). The percentages of salary for EPS achievement are shown below for the listed eligible position. ================================================================= Eligible Position Incentive Plan(s) Eligible For _________________________________________________________________ CORPORATE MANAGER - 1. EPS Incentive GRADE 315 Percent of Salary @ $.40/share = 7% Percent of Salary @ $.45/share = 2.5% 2. EPS Over-achievement Incentive Incentive based on % of total payout ================================================================= Corporate Manager (315) 1995 Management Incentive Plan Page 8 ELIGIBILITY CHART As outlined on page 4, payment of an EPS INCENTIVE is based on the Company meeting EPS = $.40/share or $.45/share. Payment of an EPS OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding $.45/share. (The EPS Incentive and EPS Over-achievement Incentive are also dependent upon MBO's). The percentages of salary for EPS achievement are shown below for the listed eligible position. ================================================================= Eligible Position Incentive Plan(s) Eligible For _________________________________________________________________ CORPORATE MANAGER - 1. EPS Incentive GRADE 316 Percent of Salary @ $.40/share = 8% Percent of Salary @ $.45/share = 2.5% 2. EPS Over-achievement Incentive Incentive based on % of total payout ================================================================= Corporate Manager (316) 1995 Management Incentive Plan Page 8 ELIGIBILITY CHART As outlined on page 4, payment of an EPS INCENTIVE is based on the Company meeting EPS = $.40/share or $.45/share. Payment of an EPS OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding $.45/share. (The EPS Incentive and EPS Over-achievement Incentive are also dependent upon MBO's). The percentages of salary for EPS achievement are shown below for the listed eligible position. ================================================================= Eligible Position Incentive Plan(s) Eligible For _________________________________________________________________ CORPORATE MANAGER - 1. EPS Incentive GRADE 317 Percent of Salary @ $.40/share = 10% Percent of Salary @ $.45/share = 3% 2. EPS Over-achievement Incentive Incentive based on % of total payout ================================================================= Corporate Manager (317) 1995 Management Incentive Plan Page 8 ELIGIBILITY CHART As outlined on page 4, payment of an EPS INCENTIVE is based on the Company meeting EPS = $.40/share or $.45/share. Payment of an EPS OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding $.45/share. (The EPS Incentive and EPS Over-achievement Incentive are also dependent upon MBO's). The percentages of salary for EPS achievement are shown below for the listed eligible position. ================================================================= Eligible Position Incentive Plan(s) Eligible For _________________________________________________________________ CORPORATE MANAGER - 1. EPS Incentive GRADE 318 Percent of Salary @ $.40/share = 11% Percent of Salary @ $.45/share = 3% 2. EPS Over-achievement Incentive Incentive based on % of total payout ================================================================= Corporate Manager (318) 1995 Management Incentive Plan Page 8 ELIGIBILITY CHART As outlined on page 4, payment of an EPS INCENTIVE is based on the Company meeting EPS = $.40/share or $.45/share. Payment of an EPS OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding $.45/share. (The EPS Incentive and EPS Over-achievement Incentive are also dependent upon MBO's). The percentages of salary for EPS achievement are shown below for the listed eligible position. ================================================================= Eligible Position Incentive Plan(s) Eligible For _________________________________________________________________ CORPORATE MANAGER - 1. EPS Incentive GRADE 319 Percent of Salary @ $.40/share = 13% Percent of Salary @ $.45/share = 3.5% 2. EPS Over-achievement Incentive Incentive based on % of total payout ================================================================= Corporate Manager (319) 1995 Management Incentive Plan Page 8 ELIGIBILITY CHART As outlined on page 4, payment of an EPS INCENTIVE is based on the Company meeting EPS = $.40/share or $.45/share. Payment of an EPS OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding $.45/share. (The EPS Incentive and EPS Over-achievement Incentive are also dependent upon MBO's). The percentages of salary for EPS achievement are shown below for the listed eligible position. ================================================================= Eligible Position Incentive Plan(s) Eligible For _________________________________________________________________ CORPORATE MANAGER - 1. EPS Incentive GRADE 320 Percent of Salary @ $.40/share = 14% Percent of Salary @ $.45/share = 3.5% 2. EPS Over-achievement Incentive Incentive based on % of total payout ================================================================= Corporate Manager (320) 1995 Management Incentive Plan Page 8 ELIGIBILITY CHART As outlined on page 4, payment of an EPS INCENTIVE is based on the Company meeting EPS = $.40/share or $.45/share. Payment of an EPS OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding $.45/share. (The EPS Incentive and EPS Over-achievement Incentive are also dependent upon MBO's). The percentages of salary for EPS achievement are shown below for the listed eligible position. ================================================================= Eligible Position Incentive Plan(s) Eligible For _________________________________________________________________ CORPORATE MANAGER - 1. EPS Incentive GRADE 321 Percent of Salary @ $.40/share = 15% Percent of Salary @ $.45/share = 4% 2. EPS Over-achievement Incentive Incentive based on % of total payout ================================================================= Corporate Manager (321) 1995 Management Incentive Plan Page 8 ELIGIBILITY CHART As outlined on page 4, payment of an EPS INCENTIVE is based on the Company meeting EPS = $.40/share or $.45/share. Payment of an EPS OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding $.45/share. (The EPS Incentive and EPS Over-achievement Incentive are also dependent upon MBO's). The percentages of salary for EPS achievement are shown below for the listed eligible position. ================================================================= Eligible Position Incentive Plan(s) Eligible For _________________________________________________________________ PROGRAM DIRECTOR* 1. EPS Incentive Percent of Salary @ $.40/share = 17% Percent of Salary @ $.45/share = 4% 2. EPS Over-achievement Incentive Incentive based on % of total payout ================================================================= *Note: This position also participates in the 1995 Long Term Incentive Plan. Program Director 1995 Management Incentive Plan Page 8 ELIGIBILITY CHART As outlined on page 4, payment of an EPS INCENTIVE is based on the Company meeting EPS = $.40/share or $.45/share. Payment of an EPS OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding $.45/share. (The EPS Incentive and EPS Over-achievement Incentive are also dependent upon MBO's). The percentages of salary for EPS achievement are shown below for the listed eligible position. (If you supervise employees eligible for this Plan, please refer to Appendix III for the Local Achievement Incentive and percentages of salary for EPS achievement for your employees.) ================================================================= Eligible Position Incentive Plan(s) Eligible For _________________________________________________________________ DIRECTOR* 1. EPS Incentive Percent of Salary @ $.40/share = 27% Percent of Salary @ $.45/share = 7% 2. EPS Over-achievement Incentive Incentive based on % of total payout ================================================================= *Note: This position also participates in the 1995 Long Term Incentive Plan. Director 1995 Management Incentive Plan Page 8 ELIGIBILITY CHART As outlined on page 4, payment of an EPS INCENTIVE is based on the Company meeting EPS = $.40/share or $.45/share. Payment of an EPS OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding $.45/share. (The EPS Incentive and EPS Over-achievement Incentive are also dependent upon MBO's). The percentages of salary for EPS achievement are shown below for the listed eligible position. (If you supervise employees eligible for this Plan, please refer to Appendix III for the Local Achievement Incentive and percentages of salary for EPS achievement for your employees.) ================================================================= Eligible Position Incentive Plan(s) Eligible For _________________________________________________________________ EXECUTIVE DIRECTOR - 1. EPS Incentive CORPORATE* Percent of Salary @ $.40/share = 29% Percent of Salary @ $.45/share = 7% 2. EPS Over-achievement Incentive Incentive based on % of total payout ================================================================= *Note: This position also participates in the 1995 Long Term Incentive Plan. Executive Director (Corporate) 1995 Management Incentive Plan Page 8 ELIGIBILITY CHART As outlined on page 4, payment of an EPS INCENTIVE is based on the Company meeting EPS = $.40/share or $.45/share. Payment of an EPS OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding $.45/share. (The EPS Incentive and EPS Over-achievement Incentive are also dependent upon MBO's). The percentages of salary for EPS achievement are shown below for the listed eligible position. (If you supervise employees eligible for this Plan, please refer to Appendix III for the Local Achievement Incentive and percentages of salary for EPS achievement for your employees.) ================================================================= Eligible Position Incentive Plan(s) Eligible For _________________________________________________________________ EXECUTIVE DIRECTOR - 1. EPS Incentive FIELD* Percent of Salary @ $.40/share = 32% Percent of Salary @ $.45/share = 8% 2. EPS Over-achievement Incentive Incentive based on % of total payout ================================================================= *Note: This position also participates in the 1995 Long Term Incentive Plan. Executive Director (Field) 1995 Management Incentive Plan Page 8 ELIGIBILITY CHART As outlined on page 4, payment of an EPS INCENTIVE is based on the Company meeting EPS = $.40/share or $.45/share. Payment of an EPS OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding $.45/share. (The EPS Incentive and EPS Over-achievement Incentive are also dependent upon MBO's). The percentages of salary for EPS achievement are shown below for the listed eligible position. (If you supervise employees eligible for this Plan, please refer to Appendix III for the Local Achievement Incentive and percentages of salary for EPS achievement for your employees.) ================================================================= Eligible Position Incentive Plan(s) Eligible For _________________________________________________________________ OFFICER* 1. EPS Incentive Percent of Salary @ $.40/share = 45% Percent of Salary @ $.45/share = 11% 2. EPS Over-achievement Incentive Incentive based on % of total payout ================================================================= *Note: This position also participates in the 1995 Long Term Incentive Plan. Officer Page 9 1995 MANAGEMENT INCENTIVE PLAN MANAGEMENT BY OBJECTIVES (MBO's) WORKSHEET PHARMACY MANAGERS & SR PHARMACY MANAGERS Instructions: Complete for all Pharmacy Managers and Senior Pharmacy Managers. The EPS Incentive and EPS Over-achievement Incentive payments for managers will be subject to the successful accomplishment of Management by Objectives (MBO's), as described in the Incentive plan document on pages 5 & 6. IT IS THE RESPONSIBILITY OF THE SUPERVISOR AND THE MANAGER TO TRACK THE PERFORMANCE OF THE MANAGER THROUGHOUT THE PLAN YEAR. ================================================================= Manager: Location/Unit/Dept: ================================================================= MBO Performance Results A) PROFIT CONTRIBUTION PERFORMANCE RESULT (WEIGHTED 80%) A)____________% PC Goal $__________________ PC Attainment $_________________ ==================================================== PC Achievement Level MBO % Formula 90% - 94.9% 80% X 1/3 95% - 99.9% 80% X 2/3 100 80% X 3/3 ==================================================== B) Q&R AUDITS PERFORMANCE RESULT (WEIGHTED 10%) B)____________% ==================================================================
% Achievement Number & Audit Result Level MBO % Formula __________________________________________________________________ Three Excellent Audits 100% 10% X 1 Two Excellent & one Acceptable 100% 10% X 1 One Excellent & two Acceptables 100% 10% X 1 Three Acceptables 100% 10% X 1 One Below Standard Marginal 50% 10% X 1/2 Two Below Standard Marginal 0% 10% X 0 One Below Standard Acute 0% 10% X 0 ==================================================================
1995 Management Incentive Plan Page 10 C) 120 DAY PLANS (WEIGHTED 10%) Assigned Achievement Weighting(1) Level(2) ____________ ___________ 1) __________________________________ __________________________________ ___________ ___________ 2) __________________________________ __________________________________ ___________ ___________ 3) __________________________________ __________________________________ ___________ ___________ 4) __________________________________ __________________________________ ___________ ___________ Total 100% ___________ ___________ C) 120 DAY PLANS PERFORMANCE RESULT(3) C)____________% (1)Assign a Weighting for each 120 Day Plan objective; total possible = 100%. (2)Determine the Achievement Level for each 120 Plan objective; total possible for all objectives is 100%. ___ (3)Multiply the total Achievement Level percentage by 10% to determine the 120 Day Plan Performance Result. Overall Achievement of MBO's: ================================================================== A + B + C = Overall Achievement of MBO's (cannot exceed 100%) __________ + __________ + __________ = __________ ================================================================== APPROVAL SIGNATURES: ================================================================== Manager (Employee): Date: Supervisor: Date: 2nd Level Supervisor: Date: ================================================================== Submit completed worksheets to Human Resources no later than February 15, 1996 1995 Management Incentive Plan Page 9 1995 MANAGEMENT INCENTIVE PLAN MANAGEMENT BY OBJECTIVES (MBO's) WORKSHEET GENERAL MANAGERS AND FIELD EXECUTIVE DIRECTORS Instructions: Complete for all General Managers and Field Executive Directors. The EPS Incentive, EPS Over-achievement Incentive, and Long Term Incentive payments for managers and directors will be subject to the successful accomplishment of Management by Objectives (MBO's), as described in the Incentive plan document on pages 5 & 6. IT IS THE RESPONSIBILITY OF THE SUPERVISOR AND THE MANAGER TO TRACK THE PERFORMANCE OF THE MANAGER THROUGHOUT THE PLAN YEAR. ================================================================== Manager: Unit/Area: ================================================================== MBO Performance Results A) DEPARTMENT FUNCTIONAL BUSINESS OBJECTIVES (WEIGHTED 40%) Assigned Achievement Weighting(1) Level(2) ____________ ___________ 1) __________________________________ __________________________________ ___________ ___________ 2) __________________________________ __________________________________ ___________ ___________ 3) __________________________________ __________________________________ ___________ ___________ 4) __________________________________ __________________________________ ___________ ___________ Total 100% ___________ ___________ A) DEPT. FUNCTIONAL BUSINESS OBJECTIVE RESULT(3) A)____________% (1)Assign a Weighting for each functional business objective; total possible = 100%. (2)Determine the Achievement Level for each functional business objective; total possible for all objectives is 100%. ___ 1995 Management Incentive Plan Page 10 (3)Multiply the total Achievement Level percentage by 40% to determine the Department Functional Business Objectives Result. B) UNIT/AREA BUDGET ACHIEVEMENT (WEIGHTED 60%) B)____________% Budget Objective $_____________ Budget Results ______________ ==================================================== Budget Attainment MBO % Formula ____________________________________________________ 90% - 94.9% 60% X 1/3 95% - 99.9% 60% X 2/3 100 60% X 3/3 ==================================================== ================================================================== OVERALL ACHIEVEMENT OF MBO's: A + B = Overall Achievement of MBO's (cannot exceed 100%) __________ + __________ = __________ ================================================================== APPROVAL SIGNATURES: ================================================================== Manager (Employee): Date: Supervisor: Date: 2nd Level Supervisor: Date: ================================================================== Submit completed worksheets to Human Resources no later than February 15, 1996 Please use a best estimate of Unit/Area Budget Achievement to meet this deadline. 1995 Management Incentive Plan Page 9 1995 MANAGEMENT INCENTIVE PLAN MANAGEMENT BY OBJECTIVES (MBO's) WORKSHEET CORPORATE MANAGERS WITH COST CENTER RESPONSIBILITY Instructions: Complete for all Corporate Managers (Grade 314 and above), Program Directors, Directors, and Executive Directors with Cost Center responsibility only. The EPS Incentive, EPS Over-achievement Incentive, and Long Term Incentive (if applicable) payments for managers will be subject to the successful accomplishment of Management by Objectives (MBO's), as described in the Incentive plan document on pages 5 & 6. IT IS THE RESPONSIBILITY OF THE SUPERVISOR AND THE MANAGER TO TRACK THE PERFORMANCE OF THE MANAGER THROUGHOUT THE PLAN YEAR. ================================================================ Manager: Department: ================================================================ MBO Performance Results A) DEPARTMENT FUNCTIONAL BUSINESS OBJECTIVES (WEIGHTED 60%) Assigned Achievement Weighting(1) Level(2) ____________ ___________ 1) __________________________________ __________________________________ ___________ ___________ 2) __________________________________ __________________________________ ___________ ___________ 3) __________________________________ __________________________________ ___________ ___________ 4) __________________________________ __________________________________ ___________ ___________ Total 100% ___________ ___________ A) DEPT. FUNCTIONAL BUSINESS OBJECTIVES RESULT(3) A)____________% (1)Assign a Weighting for each functional business objective; total possible = 100%. (2)Determine the Achievement Level for each functional business objective; total possible for all objectives is 100%. ___ 1995 Management Incentive Plan Page 10 (3)Multiply the total Achievement Level percentage by 60% to determine the Department Functional Business Objectives Result. B) DEPARTMENT BUDGET ACHIEVEMENT (WEIGHTED 40%) B)____________% Budget Objective $_______________ Budget Result $_____________ ============================================== Budget Attainment MBO % Formula ______________________________________________ 104.9% - 110% 40% X 1/3 100% - 105% 40% X 2/3 100% or less 40% X 3/3 ============================================== ================================================================= OVERALL ACHIEVEMENT OF MBO's: A + B = Overall Achievement of MBO's (cannot exceed 100%) __________ + __________ = __________ ================================================================= APPROVAL SIGNATURES: ================================================================== Manager (Employee): Date: Supervisor: Date: 2nd Level Supervisor: Date: ================================================================== Submit completed worksheets to Human Resources no later than February 15, 1996 Please use a best estimate of Department Budget Achievement to meet this deadline. 1995 Management Incentive Plan Page 9 1995 MANAGEMENT INCENTIVE PLAN MANAGEMENT BY OBJECTIVES (MBO's) WORKSHEET SALES MANAGERS Instructions: Complete for all Sales Managers. The EPS Incentive and EPS Over-achievement Incentive payments for managers will be subject to the successful accomplishment of Management by Objectives (MBO's), as described in the Incentive plan document on pages 5 & 6. IT IS THE RESPONSIBILITY OF THE SUPERVISOR AND THE MANAGER TO TRACK THE PERFORMANCE OF THE MANAGER THROUGHOUT THE PLAN YEAR. ================================================================= Manager: Department: ================================================================= MBO Performance Results A) DEPARTMENT BUDGET ACHIEVEMENT (WEIGHTED 80%) A)____________% Budget Objective $______________ Budget Result $_____________ ================================================= Budget Attainment MBO % Formula _________________________________________________ 90% - 94.9% 80% X 1/3 95% - 99.9% 80% X 2/3 100% 80% X 3/3 ================================================= B) DEPARTMENT FUNCTIONAL BUSINESS OBJECTIVES (WEIGHTED 20%) Assigned Achievement Weighting(1) Level(2) ____________ ___________ 1) __________________________________ __________________________________ ___________ ___________ 2) __________________________________ __________________________________ ___________ ___________ 3) __________________________________ __________________________________ ___________ ___________ 4) __________________________________ __________________________________ ___________ ___________ Total 100% ___________ ___________ 1995 Management Incentive Plan Page 10 B) DEPT. FUNCTIONAL BUSINESS OBJECTIVES RESULT(3) B)____________% (1)Assign a Weighting for each functional business objective; total possible = 100%. (2)Determine the Achievement Level for each functional business objective; total possible for all objectives is 100%. ___ (3)Multiply the total Achievement Level percentage by 20% to determine the Department Functional Business Objectives Result. =============================================================== Overall Achievement of MBO's: A + B = Overall Achievement of MBO's (cannot exceed 100%) __________ + __________ = __________ =============================================================== APPROVAL SIGNATURES: ================================================================= Manager (Employee): Date: Supervisor: Date: 2nd Level Supervisor: Date: ================================================================= Submit completed worksheets to Human Resources no later than February 15, 1996 Please use a best estimate of Department Budget Achievement to meet this deadline. Please refer to Appendix I for the definitions of all italicized terms. 1995 Management Incentive Plan Page 9 1995 MANAGEMENT INCENTIVE PLAN MANAGEMENT BY OBJECTIVES (MBO's) WORKSHEET NATIONAL ACCOUNT MANAGERS Instructions: Complete for all National Account Managers. The EPS Incentive and EPS Over-achievement Incentive payments for managers will be subject to the successful accomplishment of Management by Objectives (MBO's), as described in the Incentive plan document on pages 5 & 6. IT IS THE RESPONSIBILITY OF THE SUPERVISOR AND THE MANAGER TO TRACK THE PERFORMANCE OF THE MANAGER THROUGHOUT THE PLAN YEAR. ================================================================== Manager: Location/Unit/Dept: ================================================================== MBO Performance Results A) NATIONAL ACCOUNT INDIVIDUAL GROUP OBJECTIVES (WEIGHTED 100%) Assigned Achievement Weighting(1) Level(2) ____________ ___________ 1) __________________________________ __________________________________ ___________ ___________ 2) __________________________________ __________________________________ ___________ ___________ 3) __________________________________ __________________________________ ___________ ___________ 4) __________________________________ __________________________________ ___________ ___________ 5) __________________________________ __________________________________ ___________ ___________ 6) __________________________________ __________________________________ ___________ ___________ Total 100% ___________ ___________ A) NATIONAL ACCOUNT OBJECTIVES PERFORMANCE RESULT(3) A)____________% 1995 Management Incentive Plan Page 10 (1)Assign a Weighting for each National Account Individual Group Objective; total possible = 100%. (2)Determine the Achievement Level for each Objective; total possible for all objectives is 100%. ___ (3)Multiply the total Achievement Level percentage by 100% to determine the National Account Individual Group Objectives Performance Result and overall MBO Achievement. APPROVAL SIGNATURES: ================================================================= Manager (Employee): Date: Supervisor: Date: 2nd Level Supervisor: Date: ================================================================= Submit completed worksheets to Human Resources no later than February 15, 1996 1995 Management Incentive Plan Page 11 LONG TERM INCENTIVE PLAN ________________________ ELIGIBILITY The following employees are eligible to participate in the Long Term Incentive Plan: o Program Director o General Manager o Director o Executive Director o Officer OVERVIEW The LONG TERM INCENTIVE is fully earned after a three year period, _________________ subject to vesting. The LONG TERM INCENTIVE PLAN includes an initial calculation based on 1995 EPS at two possible performance levels: 1) $.40/share: A percentage of salary is designated based on your eligible position when the Company achieves $.40/share. To determine your LONG TERM INCENTIVE credit at $.40/share, your designated percentage of salary is multiplied by your salary as of January 1, 1995 (or, if applicable, prorated for salary changes during 1995). 2) $.45/share: A percentage of salary is designated based on your eligible position when the Company achieves $.45/share. To determine your LONG TERM INCENTIVE credit at $.45/share, your designated percentage of salary is multiplied by your salary as of January 1, 1995 (or, if applicable, prorated for salary changes during 1995). The sum of the results of #1 and #2 are added together and multiplied by your MBO percentage to determine your total LONG TERM INCENTIVE credit. An OVER-ACHIEVEMENT feature is also included in the LONG TERM INCENTIVE PLAN. If the Company exceeds its targeted EPS in 1995, _______ 1996, and 1997, the applicable RUN RATE (two times, three times, etc.) will be used to calculate an additional LONG TERM INCENTIVE credit amount for each year. The over-achievement credit accelerates in the second and third years at a higher rate. The over-achievement acceleration rate is as follows: ======================================================= 1995 Long Term Incentive X Run Rate X 1/6 ------------------------------------------------------- 1996 Long Term Incentive X Run Rate X 1/3 ------------------------------------------------------- 1997 Long Term Incentive X Run Rate X 1/2 ======================================================= Please refer to Appendix I for the definitions of all italicized terms. 1995 Management Incentive Plan Page 12 VESTING RULES AND PAYMENT OF A LONG TERM INCENTIVE The LONG TERM INCENTIVE credit is subject to vesting over a three- year period. The schedule for vesting is: 1st Year = 1/3 or 33.33% of Long Term Incentive credit 2nd Year = 2/3 or 66.66% of Long Term Incentive credit 3rd Year = 3/3 or 100% of Long Term Incentive credit An eligible employee must be employed with Syncor on December 31, 1997, to be 100% vested in the LONG TERM INCENTIVE Plan and receive the full incentive credit amount. If an employee leaves Syncor before December 31, 1995, no Long Term Incentive will be paid. However, if an employee leaves Syncor after December 31, 1995, but before December 31, 1997, he/she is eligible to receive an early payout, subject to the vesting schedule. In addition, in the case of early payout, any credit to the LONG TERM INCENTIVE PLAN for over-achievement is completely forfeited. The amount of early __________ payout is determined as follows: =========================================================== Termination Date Early Payout Amount ----------------------------------------------------------- > 12/31/95 < 12/31/96 1/3 of Long Term Incentive, Less Over-achievement > 12/31/96 < 12/31/97 2/3 of Long Term Incentive, Less Over-achievement =========================================================== Please refer to page 13 for your designated percentage of salary payable for EPS achievement under the LONG TERM INCENTIVE PLAN. Refer to Appendix II for a Long Term Incentive sample calculation. 1995 Management Incentive Plan Page 13 LONG TERM INCENTIVE PLAN ELIGIBILITY CHART The LONG TERM INCENTIVE PLAN includes an initial calculation based on 1995 EPS at two possible performance levels: $.40/share and $.45/share. The designated percentages of salary for each level of EPS performance are as follows for the listed position: =============================================================== Eligible Position Long Term Incentive Plan - % of Salary _______________________________________________________________ PROGRAM DIRECTOR Percent of Salary @ $.40/share = 2% Percent of Salary @ $.45/share = 2% =============================================================== 1995 Management Incentive Plan Page 13 LONG TERM INCENTIVE PLAN ELIGIBILITY CHART The LONG TERM INCENTIVE PLAN includes an initial calculation based on 1995 EPS at two possible performance levels: $.40/share and $.45/share. The designated percentages of salary for each level of EPS performance are as follows for the listed position: ============================================================== Eligible Position Long Term Incentive Plan - % of Salary ______________________________________________________________ GENERAL MANAGER Percent of Salary @ $.40/share = 3.5% Percent of Salary @ $.45/share = 3.5% ============================================================== 1995 Management Incentive Plan Page 13 LONG TERM INCENTIVE PLAN ELIGIBILITY CHART The LONG TERM INCENTIVE PLAN includes an initial calculation based on 1995 EPS at two possible performance levels: $.40/share and $.45/share. The designated percentages of salary for each level of EPS performance are as follows for the listed position: =============================================================== Eligible Position Long Term Incentive Plan - % of Salary _______________________________________________________________ DIRECTOR Percent of Salary @ $.40/share = 3% Percent of Salary @ $.45/share = 3% =============================================================== 1995 Management Incentive Plan Page 13 LONG TERM INCENTIVE PLAN ELIGIBILITY CHART The LONG TERM INCENTIVE PLAN includes an initial calculation based on 1995 EPS at two possible performance levels: $.40/share and $.45/share. The designated percentages of salary for each level of EPS performance are as follows for the listed position: ============================================================== Eligible Position Long Term Incentive Plan - % of Salary ______________________________________________________________ EXECUTIVE DIRECTOR - Percent of Salary @ $.40/share = 4.5% CORPORATE Percent of Salary @ $.45/share = 4.5% ============================================================== 1995 Management Incentive Plan Page 13 LONG TERM INCENTIVE PLAN ELIGIBILITY CHART The LONG TERM INCENTIVE PLAN includes an initial calculation based on 1995 EPS at two possible performance levels: $.40/share and $.45/share. The designated percentages of salary for each level of EPS performance are as follows for the listed position: =============================================================== Eligible Position Long Term Incentive Plan - % of Salary _______________________________________________________________ EXECUTIVE DIRECTOR - Percent of Salary @ $.40/share = 5% FIELD Percent of Salary @ $.45/share = 5% =============================================================== 1995 Management Incentive Plan Page 13 LONG TERM INCENTIVE PLAN ELIGIBILITY CHART The LONG TERM INCENTIVE PLAN includes an initial calculation based on 1995 EPS at two possible performance levels: $.40/share and $.45/share. The designated percentages of salary for each level of EPS performance are as follows for the listed position: =============================================================== Eligible Position Long Term Incentive Plan - % of Salary _______________________________________________________________ OFFICER Percent of Salary @ $.40/share = 12% Percent of Salary @ $.45/share = 12% =============================================================== APPENDIX I DEFINITIONS DEFINITIONS ___________ Budget Attainment: CORPORATE MANAGERS - COST CENTER RESPONSIBILITY ONLY: A budget has been established for each Cost Center for CY95. Budget attainment makes up 40% of a manager's MBO percentage. Budget attainment assesses how well an employee manages his/her expenses and measures actual results verses budget. At the end of CY95, if results equal budget, budget attainment = 100%. If results exceed budget, managers will receive partial credit for up to 110% of budget. CORPORATE MANAGERS - COST CENTER WITH FIELD RESPONSIBILITY: A budget has been established for each Cost Center for CY95. Budget attainment makes up 60% of a manger's MBO percentage. Budget attainment determines whether or not budgeted profit levels are met and measures actual results versus budget. At the end of CY95, if results equal budget, budget attainment = 100%. If results fall short of budget, managers will receive partial credit for meeting 90% to 99.9% of budget. Earnings Per Share (EPS): The net income of the Company divided by the number of shares of common stock outstanding as shown on the Company's Annual Report to shareholders. Syncor's targeted EPS for 1995 is $.40/share. Gross Profit: Sales minus Cost of Sales. Cost of Sales include costs of material, delivery, direct labor, and cost of money (Days Sales Outstanding - DSO). Management by Objectives: Also referred to as MBO's, it is a goal- oriented method used to evaluate the performance of managers against established objectives. MBO's include three steps: 1) establishing goals; 2) setting performance standards for each goal; and 3) comparing actual goal attainment against the established goals. Profit Contribution: Gross profit minus operating expenses, both controllable and non-controllable. An example of a controllable operating expense is indirect labor. An example of a non-controllable operating expense is depreciation. Run Rate: The estimated earning of the Company at the end of the Long Term Incentive period based on the current year's earnings levels. APPENDIX II SAMPLE INCENTIVE CALCULATIONS APPENDIX III ADDITIONAL ELIGIBILITY CHARTS AND SAMPLE CALCULATIONS ================================================================== Eligible Positions Incentive Plan(s) Eligible For ___________________________________________________________ PHARMACY MANAGER 1. Local Achievement Incentive Incentive = $8,125 2. EPS Incentive Percent of Salary @ $.40/share = 7% Percent of Salary @ $.45/share = 1.5% 3. EPS Over-achievement Incentive Incentive based on % of total payout ================================================================= Senior Pharmacy Manager ==================================================================== Eligible Position Incentive Plan(s) Eligible For - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 314 Percent of Salary @ $.40/share = 6% Percent of Salary @ $.45/share = 2% 2. EPS Over-achievement Incentive Incentive based on % of total payout - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 315 Percent of Salary @ $.40/share = 7% Percent of Salary @ $.45/share = 2.5% 2. EPS Over-achievement Incentive Incentive based on % of total payout - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 316 Percent of Salary @ $.40/share = 8% Percent of Salary @ $.45/share = 2.5% 2. EPS Over-achievement Incentive Incentive based on % of total payout - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 317 Percent of Salary @ $.40/share = 10% Percent of Salary @ $.45/share = 3% 2. EPS Over-achievement Incentive Incentive based on % of total payout - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 318 Percent of Salary @ $.40/share = 11% Percent of Salary @ $.45/share = 3% 2. EPS Over-achievement Incentive Incentive based on % of total payout - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 319 Percent of Salary @ $.40/share = 13% Percent of Salary @ $.45/share = 3.5% 2. EPS Over-achievement Incentive Incentive based on % of total payout - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 320 Percent of Salary @ $.40/share = 14% Percent of Salary @ $.45/share = 3.5% 2. EPS Over-achievement Incentive Incentive based on % of total payout - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 321 Percent of Salary @ $.40/share = 15% Percent of Salary @ $.45/share = 4% 2. EPS Over-achievement Incentive Incentive based on % of total payout ==================================================================== Director ==================================================================== Eligible Position Incentive Plan(s) Eligible For - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 314 Percent of Salary @ $.40/share = 6% Percent of Salary @ $.45/share = 2% 2. EPS Over-achievement Incentive Incentive based on % of total payout - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 315 Percent of Salary @ $.40/share = 7% Percent of Salary @ $.45/share = 2.5% 2. EPS Over-achievement Incentive Incentive based on % of total payout - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 316 Percent of Salary @ $.40/share = 8% Percent of Salary @ $.45/share = 2.5% 2. EPS Over-achievement Incentive Incentive based on % of total payout - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 317 Percent of Salary @ $.40/share = 10% Percent of Salary @ $.45/share = 3% 2. EPS Over-achievement Incentive Incentive based on % of total payout - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 318 Percent of Salary @ $.40/share = 11% Percent of Salary @ $.45/share = 3% 2. EPS Over-achievement Incentive Incentive based on % of total payout - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 319 Percent of Salary @ $.40/share = 13% Percent of Salary @ $.45/share = 3.5% 2. EPS Over-achievement Incentive Incentive based on % of total payout - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 320 Percent of Salary @ $.40/share = 14% Percent of Salary @ $.45/share = 3.5% 2. EPS Over-achievement Incentive Incentive based on % of total payout - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 321 Percent of Salary @ $.40/share = 15% Percent of Salary @ $.45/share = 4% 2. EPS Over-achievement Incentive Incentive based on % of total payout ==================================================================== Program Director ==================================================================== Eligible Position Incentive Plan(s) Eligible For - -------------------------------------------------------------------- PHARMACY MANAGER 1. Local Achievement Incentive Incentive = $8,125 2. EPS Incentive Percent of Salary @ $.40/share = 7% Percent of Salary @ $.45/share = 1.5% 3. EPS Over-achievement Incentive Incentive based on % of total payout - -------------------------------------------------------------------- SENIOR PHARMACY MANAGER 1. Local Achievement Incentive Incentive = $10,000 2. EPS Incentive Percent of Salary @ $.40/share = 8% Percent of Salary @ $.45/share = 2% 3. EPS Over-achievement Incentive Incentive based on % of total payout - -------------------------------------------------------------------- SALES MANAGER 1. EPS Incentive Percent of Salary @ $.40/share = 25% Percent of Salary @ $.45/share = 5% 2. EPS Over-achievement Incentive Incentive based on % of total payout - -------------------------------------------------------------------- GENERAL MANAGER 1. EPS Incentive Percent of Salary @ $.40/share = 34% Percent of Salary @ $.45/share = 9% 2. EPS Over-achievement Incentive Incentive based on % of total payout 3. Long Term Incentive ==================================================================== Executive Director - Field ==================================================================== Eligible Position Incentive Plan(s) Eligible For - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 314 Percent of Salary @ $.40/share = 6% Percent of Salary @ $.45/share = 2% 2. EPS Over-achievement Incentive* - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 315 Percent of Salary @ $.40/share = 7% Percent of Salary @ $.45/share = 2.5% 2. EPS Over-achievement Incentive* - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 316 Percent of Salary @ $.40/share = 8% Percent of Salary @ $.45/share = 2.5% 2. EPS Over-achievement Incentive* - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 317 Percent of Salary @ $.40/share = 10% Percent of Salary @ $.45/share = 3% 2. EPS Over-achievement Incentive* - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 318 Percent of Salary @ $.40/share = 11% Percent of Salary @ $.45/share = 3% 2. EPS Over-achievement Incentive* - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 319 Percent of Salary @ $.40/share = 13% Percent of Salary @ $.45/share = 3.5% 2. EPS Over-achievement Incentive* - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 320 Percent of Salary @ $.40/share = 14% Percent of Salary @ $.45/share = 3.5% 2. EPS Over-achievement Incentive* - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 321 Percent of Salary @ $.40/share = 15% Percent of Salary @ $.45/share = 4% 2. EPS Over-achievement Incentive* - -------------------------------------------------------------------- PROGRAM DIRECTOR 1. EPS Incentive Percent of Salary @ $.40/share = 14% Percent of Salary @ $.45/share = 3% 2. EPS Over-achievement Incentive* 3. Long Term Incentive ==================================================================== *EPS Over-achievement Incentive is based on each employee's percentage of the total incentive payout. Executive Director - Corporate ==================================================================== Eligible Position Incentive Plan(s) Eligible For - -------------------------------------------------------------------- PHARMACY MANAGER 1. Local Achievement Incentive Incentive = $8,125 2. EPS Incentive Percent of Salary @ $.40/share = 7% Percent of Salary @ $.45/share = 1.5% 3. EPS Over-achievement Incentive* - -------------------------------------------------------------------- SENIOR PHARMACY MANAGER 1. Local Achievement Incentive Incentive = $10,000 2. EPS Incentive Percent of Salary @ $.40/share = 8% Percent of Salary @ $.45/share = 2% 3. EPS Over-achievement Incentive* - -------------------------------------------------------------------- SALES MANAGER 1. EPS Incentive Percent of Salary @ $.40/share = 25% Percent of Salary @ $.45/share = 5% 2. EPS Over-achievement Incentive* - -------------------------------------------------------------------- NATIONAL ACCOUNT MANAGER 1. EPS Incentive Percent of Salary @ $.40/share = 18% Percent of Salary @ $.45/share = 4% 2. EPS Over-achievement Incentive* - -------------------------------------------------------------------- GENERAL MANAGER 1. EPS Incentive Percent of Salary @ $.40/share = 34% Percent of Salary @ $.45/share = 9% 2. EPS Over-achievement Incentive* 3. Long Term Incentive - -------------------------------------------------------------------- EXECUTIVE DIRECTOR, FIELD 1. EPS Incentive Percent of Salary @ $.40/share = 32% Percent of Salary @ $.45/share = 8% 2. EPS Over-achievement Incentive* 3. Long Term Incentive ==================================================================== CORPORATE MANAGER - 1. EPS Incentive GRADE 314 Percent of Salary @ $.40/share = 6% Percent of Salary @ $.45/share = 2% 2. EPS Over-achievement Incentive* - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 315 Percent of Salary @ $.40/share = 7% Percent of Salary @ $.45/share = 2.5% 2. EPS Over-achievement Incentive* - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 316 Percent of Salary @ $.40/share = 8% Percent of Salary @ $.45/share = 2.5% 2. EPS Over-achievement Incentive* - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 317 Percent of Salary @ $.40/share = 10% Percent of Salary @ $.45/share = 3% 2. EPS Over-achievement Incentive* - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 318 Percent of Salary @ $.40/share = 11% Percent of Salary @ $.45/share = 3% 2. EPS Over-achievement Incentive* - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 319 Percent of Salary @ $.40/share = 13% Percent of Salary @ $.45/share = 3.5% 2. EPS Over-achievement Incentive* - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 320 Percent of Salary @ $.40/share = 14% Percent of Salary @ $.45/share = 3.5% 2. EPS Over-achievement Incentive* - -------------------------------------------------------------------- CORPORATE MANAGER - 1. EPS Incentive GRADE 321 Percent of Salary @ $.40/share = 15% Percent of Salary @ $.45/share = 4% 2. EPS Over-achievement Incentive* - -------------------------------------------------------------------- PROGRAM DIRECTOR 1. EPS Incentive Percent of Salary @ $.40/share = 14% Percent of Salary @ $.45/share = 3% 2. EPS Over-achievement Incentive* 3. Long Term Incentive - -------------------------------------------------------------------- DIRECTOR 1. EPS Incentive Percent of Salary @ $.40/share = 27% Percent of Salary @ $.45/share = 7% 2. EPS Over-achievement Incentive* 3. Long Term Incentive - -------------------------------------------------------------------- EXECUTIVE DIRECTOR, 1. EPS Incentive CORPORATE Percent of Salary @ $.40/share = 29% Percent of Salary @ $.45/share = 7% 2. EPS Over-achievement Incentive* 3. Long Term Incentive ==================================================================== *EPS Over-achievement Incentive is based on each employee's percentage of the total incentive payout. Officer -----END PRIVACY-ENHANCED MESSAGE-----