2010 2012 Executive Performance Plan Terms and Conditions
Exhibit 10.1
2010 – 2012
Executive Performance Plan
Terms and Conditions
Awards: The Performance Shares will be earned on the Vesting Date (as defined below) only to the extent that the performance goal thresholds for the Performance Period are exceeded, with any unearned Performance Shares being forfeited without notice on the Vesting Date. The performance measures are internal growth for sales and operating profit over a three year period as described in the 2010-2012 Executive Performance Plan Overview (the “Overview”).
Grant Date: February 19, 2010
Performance Period: The Company’s 2010-2012 fiscal years.
Vesting: Performance Shares are earned and vest on the Board meeting that occurs closest to the third anniversary of the grant date, which Board meeting shall occur in the same calendar year as the third anniversary of the grant date, provided the Recipient remains continuously employed from the grant through such date (the “Vesting Date”), except as otherwise provided herein. Upon the death, Disability or Retirement of a Participant prior to the Vesting Date, Performance Shares will continue to vest and such Participant will be eligible for a full un-prorated award upon vesting. Recipients will forfeit, without further notice and effective as of their date of termination any unvested Performance Shares if their employment terminates prior to the Vesting Date for any reason other than death, Disability or Retirement.
Change in Control: Notwithstanding the above, in the event of a Change in Control, all Performance Shares will be considered fully earned and will be payable at target promptly as practicable following the Change in Control. The Compensation Committee may adjust the Performance Shares earned to the extent the internal growth for sales and operating profit performance at that date exceeds the target specified in the Overview, but in no case will the Performance Shares earned be less than the target.
Dividends: Dividends are not paid on Performance Shares. After the Performance Shares are vested and shares of the Company’s Common Stock are deposited in a Merrill Lynch account for the Participant (net of taxes) soon after the Vesting Date, dividends will be paid prospectively on all shares of such Company’s Common Stock if and when declared by the Board of Directors.
Voting: Performance Shares are not entitled to any voting rights. After the Performance Shares are vested and shares of the Company’s Common Stock are deposited in a Merrill Lynch account for the Participant (net of taxes) soon after the Vesting Date, the Participant will be entitled to voting rights on such shares of the Company’s Common Stock.
Taxes: Prior to the delivery of any shares of Company Common Stock in settlement of Performance Shares, the Company shall have the power and right to deduct or withhold or require the Participant to remit to the Company an amount sufficient to satisfy any federal, state, local, or foreign taxes of any kind which the Company in its sole discretion deems necessary to be withheld or remitted to comply with any applicable law, rule, or regulation. Participants will be deemed to have elected to pay the withholding taxes owed by allowing the Company to
withhold shares on the Vesting Date (and delivering to the Participant the net shares of the Company’s common stock) having a Fair Market Value equal to the amount sufficient to satisfy the Company’s minimum statutory withholding obligations. The Participant is responsible for paying Participant’s taxes that result from the granting or vesting of the Performance Shares. Taxes include Federal taxes, social insurance or FICA taxes, and state and local taxes, or any other tax, if applicable.
Administration: Soon after the Vesting Date, or the Change in Control, whichever is applicable, but in any event within the same calendar year as the Vesting Date or the Change in Control, the number of net shares of the Company’s common stock earned will be deposited into a Merrill Lynch account. After the shares of common stock are deposited following the Vesting Date, Participants can contact Merrill Lynch at ###-###-#### or ###-###-#### (outside of the U.S., Canada or Puerto Rico), or the Merrill Lynch Grand Rapids Office at ###-###-#### or ###-###-#### (outside the U.S., Canada or Puerto Rico) for customer service.
Communication: Target awards will be communicated to Participants during the salary planning communication in late February and early March, when other pay decisions such as market and performance adjustment, bonus and stock option award are communicated. Participants will receive confirmation of the actual number of Performance Shares earned during the first quarter of the 2013 calendar year.
Registration: Upon the depositing of the shares in the Merrill Lynch account, shares of the Company’s common stock will be registered in the Participant’s name. Participants can change the registration of the shares by calling Merrill Lynch.
Disposition at Vesting: After the shares of the Company’s common stock are deposited, Participants can leave the shares with Merrill Lynch, ask Merrill Lynch to sell the shares, have a certificate issued to the Participant or have the shares electronically transferred to another broker.
Benefits: Income from the 2010-2012 Executive Performance Plan will not be included in earnings for the purposes of determining benefits, including pension, S&I, disability, life insurance and other survivor benefits.
Insiders: After the Performance Shares vest and the net shares of Company Common Stock are deposited, insiders cannot dispose of the shares of common stock without prior approval of the Legal Department.
Clawback: If at any time (including after the vesting date but prior to payment) the Committee, including any person authorized pursuant to Section 3.2 of the 2009 Long-Term Incentive Plan (“the Plan”) (any such person, an “Authorized Officer”), reasonably believes that you have committed an act of misconduct as described in this Section, the Committee or an Authorized Officer may suspend your right to participate in the Executive Performance Plan pending a determination of whether an act of misconduct has been committed. If the Committee or an Authorized Officer determines you have engaged in any activity that is contrary or harmful to the interest of the Company or any of its subsidiaries, including, but not limited to, (i) conduct relating to your employment for which either criminal or civil penalties against you may be sought, (ii) breaching your fiduciary duty or deliberately disregarding any of the Company’s (or any of its subsidiaries’) policies or code of conduct, (iii) violating the Company’s insider trading policy, (iv) accepting employment with or
serving as a consultant, advisor, or in any other capacity to an entity or person that is in competition with or acting against the interests of the Company or any of its subsidiaries, (v) directly or indirectly soliciting, hiring, or otherwise encouraging any present, former, or future employee of the Company or any of its subsidiaries to leave the Company or any of its subsidiaries, (vi) disclosing or misusing any confidential information or material concerning the Company or any of its subsidiaries, or (vii) participating in a hostile takeover attempt of the Company, then the grant of performance shares under the Plan and all rights thereunder shall terminate immediately without notice effective the date on which you perform such act of misconduct, unless terminated sooner by operation of another term or condition of this award or the Plan. In addition, if the Committee determines that you engaged in an act of fraud or intentional misconduct during your employment that caused the Company to restate all or a portion of the Company’s financial statements (“Misconduct”), you may be required to repay to the Company, in cash and upon demand, any payment in shares under the EPP made during the plan year of the misstatement. The return of EPP payment is in addition to and separate from any other relief available to the Company due to your Misconduct. For anyone who is an executive officer for purposes of Section 16 of the Exchange Act, the determination of the Committee shall be subject to the approval of the Board of Directors
Other Plan Provisions: The 2010-2012 Executive Performance Plan was adopted under the Plan and is subject to all the provisions of the Plan, including those related to the ability of the Board of Directors to amend the Plan, the Executive Performance Plan or any awards thereunder. Nothing in this summary, the Overview, or the Plan shall confer upon the Participant any right of continued employment. Capitalized terms not defined herein shall have the meaning given such term in the Plan.
This plan summary is subject to the actual plan document and any additional terms and conditions as determined by the Compensation Committee of the Board of Directors.
Issued February 2010
