2006 Senior Management Incentive Bonus Program Approved by the Compensation Committee onFebruary 6, 2006
Exhibit 10.26
2006 Senior Management Incentive Bonus Program
Approved by the Compensation Committee on February 6, 2006
This 2006 Senior Management Incentive Bonus Program (the Bonus Plan) has been developed to provide incentive compensation to participating members of senior management (Participants) of Concentra Inc. (the Corporation) based on a combination of three factors: the Corporations consolidated EBITDA performance (or, for Business Unit leaders, his or her respective Business Units EBITDA performance), the Corporations consolidated revenue performance (for Business Unit leaders, his or her respective Business Units revenue performance), and each Participants individual achievement of identified personal objectives. The Bonus Plan also contains a discretionary component for superior performance. Participants in the Bonus Plan include members of the Corporations senior management designated by the President and CEO and approved by the Compensation Committee of the Board of Directors (the Committee). The Committee is responsible for administering the Bonus Plan.
A. | Bonus Plan Applicable to Members of Senior Management other than the Executive Vice President and Chief Financial Officer (CFO): EBITDA Performance, Revenue Performance, and Personal Objective Components. |
Each Participant other than the CFO will be eligible for incentive compensation of up to a specified percentage of base salary (Bonus Potential), with payment of a specified percentage of such Bonus Potential based upon the Corporations (or respective Business Units) achievement of its EBITDA performance goal (EBITDA Performance), a specified percentage of such Bonus Potential based upon the Corporations (or respective Business Units) achievement of its revenue performance goal (Revenue Performance), and a specified percentage based on the Corporations determination of the Participants achievement of his or her identified personal objectives (Personal Objectives).
Each Participants personal Bonus Potential and percentage of Bonus Potential attributable to achievement of respective EBITDA Performance goals, Revenue Performance goals, and Personal Objectives are set forth in Exhibit A.
1. EBITDA Performance and Revenue Performance
Once certain minimum thresholds are met, each Participant, other than the CFO, will receive incentive compensation of up to their EBITDA Performance percentage of such Participants Bonus Potential, and each Participant, other than the CFO, will receive incentive compensation of up to their Revenue Performance percentage of such Participants Bonus Potential, as outlined in Exhibits B and C.
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Exhibit B sets forth the Minimum, Target, and Maximum EBITDA and Revenue Performance Goals for each Participant. Exhibit C sets forth the Bonus Payments at the Minimum, Target, and Maximum Performance levels. As the Company (or respective Business Unit) achieves the Minimum, Target, or Maximum EBITDA Performance Goal set forth for each Participant, the Participant will receive the respective Minimum, Target, or Maximum Incremental Bonus set forth on Exhibit C. Similarly, as the Company (or respective Business Unit) achieves the Minimum, Target, or Maximum Revenue Performance Goal set forth for each Participant, the Participant will receive the respective Minimum, Target, or Maximum Incremental Bonus set forth on Exhibit C. For performance between the Minimum and Target Performance levels, or between the Target and Maximum Performance levels, the Bonus would increase ratably from the Minimum Incremental Bonus levels, through the Target Incremental Bonus levels, and be capped at the Maximum Incremental Bonus levels.
2. Personal Objectives
Irrespective of the achievement of the EBITDA and Revenue Performance goals set forth above, each Participant will receive incentive compensation of up to a specified percentage of base salary based on the Corporations determination of his or her personal achievement of Personal Objectives during 2006. For each Participant other than the President and CEO, such Participants personal objectives will be developed by the CEO, and the CEO will recommend to the Committee a percentage reflective of his determination of the Participants achievement of the stated objectives. The President and CEOs personal objectives will be developed by the Committee, and the Committee will assign a percentage reflective of its determination of the President and CEOs achievement of the stated objectives.
B. | Bonus Plan Applicable to Executive Vice President and Chief Financial Officer. |
The CFO will receive incentive compensation of up to the percentage of base salary set forth on Exhibit A based on the Corporations determination of his personal achievement of specific personal objectives during 2006. The CFOs personal objectives will be developed by the CEO, and the CEO will recommend to the Committee a percentage reflective of his determination of the CFOs achievement of the stated objectives.
C. | Discretionary Superior Performance Component |
As an additional component of the Bonus Plan, the Corporation may at the discretion of the Committee set aside an additional amount in a Superior Performance Bonus Pool, for payment to such Participants (other than the President and CEO) in such amounts as shall be determined by the President and CEO. The Committee shall determine the amount, if any, for such Bonus to be paid to the President and CEO.
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D. | Other Provisions, Conditions, and Requirements. |
For all Participants, the Bonus Plan is subject in all respects to the following:
1. The Corporation will make payments due under the Bonus Plan promptly after the completion of its annual audit in February or March of 2007. The Corporations computation of EBITDA must reflect a deduction of the amounts necessary to establish an accrual sufficient to provide for all payments under the Bonus Plan.
2. The Committee may adjust any financial target contained in the Bonus Plan based on the Committees assessment of unusual events, or based on the effects of any acquisition by the Corporation or other factor it deems inappropriately influenced the Corporations actual performance (whether positively or negatively), as compared to the circumstances which were present at the time of the adoption of the Bonus Plan.
3. The earning and payment of any and all amounts under this Bonus Plan are subject in all respects to the Corporations standard policies with respect to the earning and payment of bonus and incentive compensation. Among other things, those policies require that a Participant be employed in good standing on the date on which payment of bonus or incentive compensation is made to earn and be eligible to receive any such compensation.
4. The administration of the Bonus Plan, including all computations, payments, and determinations, falls under the authority of the Committee, and its findings with respect to any matter under the Bonus Plan are final.
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