EX-10.1 2 v196156_ex10-1.htm  
EXHIBIT 10.1
 
SUMMARY OF FISCAL 2011 ANNUAL INCENTIVE AND PROFIT SHARING PLANS

Fiscal 2011 Annual Incentive Plan

Under the Fiscal 2011 Annual Incentive Plan (the “Annual Incentive Plan”), the Company’s director-level team members, officers and named executive officers can earn annual incentive cash compensation seventy percent (70%) based upon performance against pre-established financial targets and twenty percent (20%) based upon achievement of two personal goals that are aligned with the Company’s strategic objectives.  The final ten percent (10%) of any bonus is at the discretion of the Management Development, Compensation and Stock Option Committee (the “Committee”).  The financial targets and personal goals include threshold, target and maximum level bonus objectives for the executive officers.  The amount of the award of any cash bonuses under the Annual Incentive Plan for fiscal 2011 performance will be based on the Company’s achievement of specified results with respect to corporate operating income and revenue targets for fiscal 2011.

If the threshold, target or maximum performance objectives are met, participants will receive a bonus payment under the Annual Incentive Plan, with the specific amount that such participant receives dependent on personal and company performance and, for certain named executive officers, business unit performance.

The amount that could be received by our President and Chief Executive Officer under the Annual Incentive Plan ranges from 0% (assuming the threshold objectives were not met) and 50% of base salary, with a threshold bonus amount of 10% of base salary.  For each of the other named executive officers, the amount such officers could receive under the Annual Incentive Plan ranges from 0% to 40% of base salary, with a threshold bonus amount of 8% of base salary.

The financial targets and weightings relevant to the cash incentive determination for fiscal 2011 for each of the named executive officers will be as follows:

Name
 
Title
 
Financial Targets
Harry R. Rittenour
 
President and Chief
 
Company Operating Income(40%)
   
Executive Officer
 
Company Revenue (30%)
         
John H. Lowry, III
 
Vice President, Chief
 
Company Operating Income(40%)
   
Financial Officer
 
Company Revenue (30%)
         
Richard Price
 
Vice President
 
Company Operating Income(40%)
   
Commercial Products
 
Company Revenue (10%)
   
Business Unit
 
CBU Revenue (20%)
         
Mark S. Hoefing
 
Senior Vice President
 
Company Operating Income(40%)
   
Industrial Business
 
Company Revenue (10%)
 
  
Unit
  
IBU Revenue (20%)

After completion of fiscal 2011, the Committee will determine the extent to which the specified goals relating to the financial targets and personal goals have been achieved and will determine the actual amounts to be paid.

 
 

 
 
The Committee reserves the right, in its sole and absolute discretion, to change the eligibility for participation under the Annual Incentive Plan, to revise, eliminate or otherwise modify any performance targets, to modify any participant’s target bonus, or otherwise to increase, decrease or eliminate any incentive payouts to any participant under the Annual Incentive Plan, regardless of the level of performance targets that have been achieved, including to provide for no incentive payout to a participant even though one or more performance targets have been achieved.

Participating team members under the Annual Incentive Plan must be employed on or before December 31, 2010 in order to be eligible. Those hired between July 1, 2010 and December 31, 2010 will receive a pro-rata portion of their individual participation level. Participating team members must be employed by the Company at the date of the payment in fiscal 2011.

Fiscal 2011 Profit Sharing Plan

Under the Fiscal 2011 Profit Sharing Plan (the “Profit Sharing Plan”), most of the Company’s team members below the director level can earn a profit sharing cash payment based upon pre-established financial targets. The financial targets include threshold, target and maximum level bonus objectives for team members. The amount of the award of any cash bonuses under the Profit Sharing Plan for fiscal 2011 performance will be based on our achievement of specified results with respect to corporate operating income targets for fiscal 2011.

Team member participation levels are stated as a percentage of base salary. There is a cap on the amount of the bonus that could be earned. The profit sharing pool will be distributed pro rata according to each team member’s predetermined participation level.

After completion of fiscal 2011, the Committee will determine the extent to which the specified goals relating to the financial targets have been achieved and will determine the actual amounts to be paid.

The Committee reserves the right, in its sole and absolute discretion, to change the eligibility for participation under the Profit Sharing Plan, to revise, eliminate or otherwise modify any performance targets, to modify any participant’s target bonus, or otherwise to increase, decrease or eliminate any incentive payouts to any participant under the Profit Sharing Plan, regardless of the level of performance targets that have been achieved, including to provide for no incentive payout to a participant even though one or more performance targets have been achieved.

Participating team members under the Profit Sharing Plan must be employed on or before December 31, 2010 in order to be eligible.  Those hired between July 1, 2010 and December 31, 2010 will receive a pro-rata portion of their individual participation level.  Participating team members must be employed by the Company at the date of the payment in fiscal 2011.