ENERSYS MANAGEMENT INCENTIVE PLAN (Plan) Fiscal Year 2007
Exhibit 10.1
ENERSYS MANAGEMENT INCENTIVE PLAN (“Plan”)
Fiscal Year 2007
1. Plan Objectives
| • | Provide an incentive program that encourages executives, senior managers and operating managers to embrace our corporate vision. |
| • | Provide an incentive program to drive all participants to achieve corporate goals by all working together as one company team. |
| • | Provide participants with an opportunity to earn bonus compensation for outstanding corporate financial performance. |
| • | Provide focused attention on the most important measures of business success. |
2. Plan Term
The Plan will commence on the first day of the 2007 Fiscal Year (April 1, 2006) and end on the last day of the Fiscal Year (March 31, 2007).
3. Plan Eligibility
It is intended that those who participate are executives, senior managers and operating managers whose decisions and performance directly impact the overall corporate success of EnerSys.
4. Performance Measures
The Plan is based on two corporate performance measures, one of which is related to corporate profitability and one of which is related to our indebtedness. These measures are the same for all participants in the Plan.
5. Payout Ranges
The payout ranges from 15% to 100% of base salary for our Chief Executive Officer, and from 9% to 60% of base salary for our other executive officers (the “NEOs”) if the minimum and maximum targets, respectively, are achieved. Our CEO and NEOs can earn an additional 70% and 42%, respectively, of their respective base salaries if our corporate profitability exceeds the base target and meets “stretch” targets set by our Compensation Committee. The payout range for other participants is dependent upon such participant’s level of responsibility in the Company.
Plan Rules and Administration
1. Payment Qualifications
a. Eligibility
To be eligible for any payment due under the Plan, a participant must be employed by the company on the payment date (normally during June of the following fiscal year, except as otherwise provided below).
b. Partial Year Participants
Existing and new employees who join the Plan after the start of the fiscal year will be eligible for any payment due under the Plan based on a pro rata amount. This will be based on the participant’s base salary for the portion of the year employed.
If a participant leaves after the year-end but before the payment date as a result of retirement at normal retirement age, early retirement, ill health/disability retirement or redundancy, they will be eligible for any payment under the Plan on the normal payment date.
If a participant leaves for any other reason after the year-end but before the payment date, any payment under the Plan will be at the sole discretion of the Chairman, President and CEO.
Participants who terminate employment during the Plan year will not be eligible for payments unless termination was caused by: retirement at normal retirement age, early retirement with company consent, ill health/disability retirement or redundancy. In such cases, pro rata awards will be at the sole discretion of the Chairman, President and CEO and will be made based on the number of complete months worked during the Plan year.
2. Payment Terms and Timing
Any bonus earned will be paid as soon as practical after the fully audited annual results of the Company have become available (normally during June). The actual bonus paid to a participant is based upon the participant’s base earnings during the Plan year. The participant will be liable for any personal tax due or other statutory payments due on any part of the incentive.
3. Plan Framework
Any “windfall” impacts, either adverse or positive, will be excluded from the calculations. The decision of the Compensation Committee, in the case of the CEO and other executive officers, and at the sole discretion of the CEO, in the case of all other Plan participants as to “windfall” will be final.
4. Plan Interpretation
Any questions or disputes concerning the Plan rules, interpretation of the rules, or any other issues pertaining to the Plan, will be determined by the Compensation Committee in the case of our CEO and other executive officers, and the Chairman, President and CEO in the case of other Plan Participants, whose decision will be final and binding. All awards under the Plan are solely at the discretion of the Compensation Committee in the case of our CEO and other executive officers, and our Chairman, President and CEO in the case of the other Plan Participants.
5. Participation
Notwithstanding the terms of the Plan and the information contained herein, an employee’s participation in the Plan, and the award of bonus thereunder is completely within the discretion of our Compensation Committee in the case of our CEO and other executive officers, and our Chairman, President and CEO in the case of the other Plan Participants. The Plan is not contractual and does not constitute an employment contract, and the terms of the Plan are subject to change at any time at the sole discretion of the Compensation Committee of the Board of Directors.
