Eye Care Centers of America, Inc. 2004 Incentive Plan for Key Management

Summary

This agreement outlines the 2004 Incentive Plan for Key Management at Eye Care Centers of America, Inc. The plan aims to attract, retain, and reward key management employees based on the company's financial performance and individual objectives. Bonuses are only paid if the company exceeds a minimum EBITDA threshold, with payouts based on a percentage of base salary and achievement of set goals. Eligibility and bonus amounts are determined by the CEO, and payments are made after the fiscal year ends. The plan also covers rules for new hires, promotions, and employment termination.

EX-2.14 3 doc2.txt The Eye Care Centers of America, Inc. 2004 Incentive Plan for Key Management (hereafter referred to as "the company" and "the Plan") is designated to attract, retain and reward key management associates who contribute to the achievement of Company objectives. The plan includes those participants who are most able to influence the Company's growth and profitability as determined by the Chief Executive Officer. The plan is intended to support the Company's compensation philosophy, which is to provide superior direct compensation opportunities for superior financial and individual performance. Objectives: - ----------- The specific objectives of the plan are to: - - Motivate and reward key management for superior performance in achieving the Company financial goals. - - Strengthen the commonality of shareholder and management interests. - - Enhance the Company's ability to acquire and retain qualified management associates. Features: - --------- The following is a summary of the major features of the Plan: Plan Year: - ----------- The plan year shall be the fiscal year from December 28, 2003 through January 1, 2005. Eligibility: - ------------ Participation in the plan is based on approval from the Chief Executive Officer. The participant should be a regular full-time employee of the company. A participant who subsequently is on a leave of absence away from work for a period longer than 90 days during the plan year shall have his/her incentive prorated based upon his/her active time in position. 1 Incentive Opportunity: - ----------------------- NO PERFORMANCE BONUS SHALL BE PAID WITH RESPECT TO THE FISCAL YEAR UNLESS MINIMUM EBITDA, AS DEFINED AND SET FORTH (IN THOUSANDS) UNDER FINANCIAL OBJECTIVES, IS EXCEEDED FOR THE YEAR. Bonus maximums shall not exceed 100% of Base Salary. Base Salary is defined as the effective pay rate as of the fiscal year end not including commissions, bonuses, contractual guarantees, etc. Participant incentive awards will be based on weighted objectives of: (A) up to 90% on EBITDA as defined under Financial Objectives and/or Subsidiary/Region Financial objectives and (B) a minimum of 10% on up to five individual performance objectives consistent with the criteria outlined under Performance Objectives. Financial Objectives: - ---------------------- "EBITDA" shall mean earnings for the Company before interest expense, income tax, depreciation and amortization as determined in accordance with generally accepted accounting principles. EBITDA thresholds referenced in this plan are for the current business. Acquisitions not comprehended in the plan will be treated as a discretionary issue by the Compensation Committee. No performance bonus shall be paid with respect to the fiscal year unless minimum EBITDA , as set forth below (in thousands), is exceeded for the year. The Bonus shall be 30% of Base Salary if Target EBITDA, as set forth below (in thousands), is achieved for the year and shall be 100% of Base Salary if superior EBITDA, as set forth below (in thousands) is achieved or exceeded for such year. If EBITDA achieved for the fiscal year falls between minimum EBITDA and superior EBITDA, the bonus shall be such percentage of base salary between 0% and 100% calculated on a straight line basis, as corresponds to the relative achievement of EBITDA, with 0% corresponding to minimum EBITDA and 100% corresponding to superior EBITDA. COMPANY Bonus MBO EBITDA % of (000) Base 2003 Salary ---- ------- ----- Superior $65,900.00 90% 10% ---------- ------ ----- Target $61,700.00 20% 10% * Any objective under Target EBITDA for bonus purposes will be at the discretion of the Board 2 For executives who are paid on subsidiary or regional financial objectives in lieu of, or in addition to Company EBITDA, minimum, target, and superior objective levels will be set and payout as a percent of Base Salary will be calculated in the same manner used for Company EBITDA as outlined in this section. Again, the incentive bonus dollars are paid as a percent of earned base salary only. Performance Objectives: - ------------------------ Each Plan year, Company performance objectives will be established by the Chief Executive Officer. Up to five individual objectives may be set using the following criteria. - - Objective must be quantitative and/or well defined. - - Objective will be set and weighted by the Participant's supervisor. - - Objectives must be approved by the C.E.O. - - Objectives must be submitted to Human Resources. - - Final results against objectives will be determined by the Participant's supervisor and approved by the C.E.O. NO PERFORMANCE BONUS SHALL BE PAID WITH RESPECT TO THESE INDIVIDUAL OBJECTIVES UNLESS MINIMUM COMPANY EBITDA, AS DEFINED AND SET FORTH (IN THOUSANDS), UNDER FINANCIAL OBJECTIVES IS EXCEEDED FOR THE YEAR. The portion of bonus earned as a result of performance against individual objectives shall be calculated as the percent of base salary earned based on Company EBITDA times the points earned of those allocated to individual objectives times the participant's base salary. Example 1 - ---------- Company achieves Target EBITDA ($61,700), which equates to a payout of 30% of base salary if business objectives are achieved. Of the 30%, business objectives equate to 10% and Company EBITDA 20%. In this example, the manager achieved all of their business objectives and therefore is paid a bonus on the entire 30%. Example 2 - ---------- 3 Company achieves Target EBITDA ($61,700), which equates to 30% of base salary, but manager does not achieve all business objectives. The manager in this scenario achieved of their business objectives. (Formula: 10% x 50% = 5%) Therefore this manager would be paid 5% on their personal objectives and 20% on the company's EBITDA achievement. Example 3 - ---------- Company meets/exceeds Superior EBITDA ($65,900), which equates to 100% of base salary to be paid in bonus, but manager does not achieve all business objectives. The manager in this scenario achieved 1/3 of their business objectives. (Formula: 10% x 33.3% = 3.33%) Therefore this manager would be paid 3.33% on their personal objectives and 90% on the company's EBITDA achievement Payment: - -------- Individual incentive awards may be paid when the Company's performance exceeds the minimum Company EBITDA. The incentive bonus will be determined following the completion of the audit of the Company's financial statements. Payment will be by check and made no later than March 15th following the end of the Plan year. The Board of Directors holds the right to payout a discretionary incentive award should the Board deem the payout appropriate. Withholding: - ------------ The Company shall have the right to deduct any sums as required to be withheld by federal, state, or local tax laws with respect to the payment of any bonus award. There is no obligation hereunder that any Plan Participant be advised of the existence of the tax or the amount which the Company will be required to withhold. Employee New Hire/Transfer/Promotion/Demotion: - ------------------------------------------------ If an employee is hired, transferred, promoted, or demoted into a position, with eligibility in the Plan, their incentive will be considered effective, for purposes of the Plan, on the date determined by the Chief Executive Officer. Any incentive will be calculated on a pro-rata basis from that date. If an employee is demoted to a non-eligible position during the fiscal year, he/she shall lose his/her bonus potential for the entire fiscal year. 4 Employment Termination: - ------------------------ If a Participant becomes permanently disabled or dies during or after the Plan year, the Plan may award the Participant or his/her estate a bonus on a pro-rata basis following the year-end closing. If the Participant leaves the Company for any reason other than disability or death, the Participant will forfeit the right to a bonus payment. The Participant must be an active employee at the time the incentive payment is made to receive payment. Plan Administration: - --------------------- The C.E.O. will have the sole discretionary authority to administer the Plan in all of its details. All actions and determinations of the C.E.O. will be final and binding upon all parties. The company reserves the sole discretionary right to modify, amend or terminate the Plan at any time, for any reason, with or without notice. If any questions arise as to the administration of the Plan, the C.E.O. will serve as the main contact person. Rights of Plan Participants: - ------------------------------- All payments made under this Plan will be made from the general assets of the Company. No participant or other party will have any right to or interest in any assets of the Company except a specifically provide in this Plan. Limitation of Rights: - ----------------------- The establishment, maintenance and provisions of the Plan will not be considered or construed: (1) as giving to any employee any right to be continued in the employment of the Company; (2) as limiting the right of the Company to discipline or discharge any of its employees; (3) as creating any contract of employment between the Company and any employee; or (4) as conferring any legal or equitable right against the Company or any individual responsible for administering the Plan. No Assignments: - ---------------- Amounts payable under the Plan will constitute general assets of the Company and will not be subject to any claims by any creditor of or claimant against the Participant; and any attempt to reach such amounts by any such creditor or claimant, or attempt by the Participant to confer on any such creditor or claimant any right or interest with respect to such amounts, will be null and void. No amounts payable under the Plan will cause the Company to be liable for, or subject to, any manner of debt or liability of any Participant. Governing Law: - --------------- 5 This Plan shall be governed by, and construed in accordance with, the laws of the State of Texas. Any claim or dispute arising under this Plan will be adjudicated by a court of competent jurisdiction in the State of Texas. Severability: - ------------- If any of the provisions of the Plan are held to be invalid, such holdings will not in any way affect the validity of the remainder of the Plan. Written Plan Requirement: - --------------------------- No person has the authority to make any verbal statement of any kind which (1) is legally binding upon the Company and/or (2) alters the Plan documents or other documents maintained in conjunction with the Plan. 6