2016-2018 LTI Umbrella Plan

EX-10.5 3 kaluexhibit105-3312016x10q.htm DESCRIPTION OF 2016 LONG-TERM INCENTIVE UMBRELLA PLAN Exhibit


Exhibit 10.5

2016-2018 LTI Umbrella Plan
2016-2018 Performance Goal and Award Pool
The performance goal for the LTI Performance Period shall be an average of $5.0 million per year over the LTI Performance Period in Net cash provided by operating activities, as reported in the Company’s Statements of Consolidated Cash Flows (“Cash Flow”). The maximum value of shares of common stock issuable upon reaching performance goal shall equal 15% of the aggregate Cash Flow over the LTI Performance Period.
Allocation of Award Pool to Executives
Executive Name
Executive Title
Percent of Pool Allocated
to Executive1
Jack A. Hockema
Chief Executive Officer
49.2523%
Keith A. Harvey
President and Chief Operating Officer
26.5257%
John M. Donnan
EVP - Legal, Compliance and Human Resources
10.5066%
John Barneson
SVP - Corporate Development
8.6157%
[Other Designated Participant]
[Designated Participant Title]
  
5.0997%

1 Subject to an aggregate maximum value per executive of $5.0 million and an aggregate maximum of 500,000 shares of common stock per executive per calendar year, pursuant to the Equity Incentive Plan.

Administrative Provisions

The 2016-2018 LTI Umbrella Plan only applies to the calculation and award of incentive awards, if any. There will be no duplication of benefits created by the 2016-2018 LTI Umbrella Plan.

The 2016-2018 LTI Umbrella Plan will not increase any benefits that may be payable under any severance and/or change in control agreements