Annual Incentive Plan Guideline

Exhibit 10.15

ANNUAL INCENTIVE PLAN

2008 Plan Year

Guidelines

KIRBY CORPORATION

January 2008

TABLE OF CONTENTS

Introduction			2
The Annual Incentive Plan			3
Performance Measurement Period			3
Eligibility			3
Plan Objectives			4
Performance Measures			4
Corporate and Business Group Weighting			5
Individual Bonus Targets			6
Annual Incentive Plan Concept			6
Performance Measures and Weighting			7
Performance Standards and Award Opportunities			7
Example Award Calculation			8
Administration			9

Introduction

Kirby Corporation established its Annual Incentive Plan to focus employees on identifying and achieving business strategies that will grow the business and lead to an increase in shareholder value. The Annual Incentive Plan is also intended to reward superior performance by employees, for their contributions toward achieving Kirby’s objectives. This program may be offered, in whole or in part, to wholly owned subsidiaries of the Company, at the Company’s discretion.

Certain aspects of this Bonus Plan are complex. Although these guidelines establish rules for Plan operation, those rules may not work in all cases. Therefore, the Compensation Committee of the Kirby Board of Directors shall have the discretionary authority to interpret, and if determined appropriate, deviate from the Guide to insure that the awards are consistent with the Plan’s purposes and the Company’s interests. All decisions by the Compensation Committee shall be final and binding.

This Plan, or any part thereof, may be amended, modified, or terminated at any time, without prior notice, by written authorization of the President and Chief Executive Officer of the Company.

This Plan supercedes all prior annual incentive bonus plans or programs maintained by the Company.

The initial Plan became effective January 1, 2003.

The Annual Incentive Plan

The Annual Incentive Plan is an award for total Company performance, and for the performance of our four Business Groups; Kirby Inland Marine, Kirby Engine Systems, Dixie Offshore Transportation and Osprey, Line. Awards are 75% formula-driven and 25% driven by individual performance, and are based on achieving Company, Business Group and individual performance objectives.

Performance Measurement Period

Performance is measured on a calendar year basis for the Annual Incentive Plan. The Performance Period begins on January 1 and ends on December 31.

Eligibility

•		Generally, shore staff managerial employees in salary grades 15 and above, and Wheelhouse employees classified as Captain, Relief Captain or Pilot, will be eligible for consideration to be participants. Selection for participation in the Plan will be based upon each position’s ability to impact long-term financial results of the Company. Consequently, all employees in positions at salary grades 15 and above might not be included in the Plan, and employees in positions below salary grade 15 might be included.
•		In order to be eligible to receive an award participants must be employed on the last day of the Performance Period, and on the date bonuses are actually paid for the respective Performance Period, unless their earlier termination is due to death, normal retirement1 or disability1.
•		It should also be noted that participation in the Bonus Plan in one year does not guarantee participation in future years. Participants in the Plan will be notified annually of their selection for participation.

Plan Objectives

The Annual Incentive Plan has five key objectives:

	•		Provide an annual incentive plan that drives performance toward objectives critical to creating shareholder value.
	•		Offer competitive cash compensation opportunities to key Kirby employees.
	•		Award outstanding achievement among employees who can directly affect Kirby’s results.
	•		Assist Kirby in attracting and retaining high quality employees.
	•		Reflect both quantitative and qualitative performance factors in actual bonus payouts.

Performance Measures

The performance measures for the Annual Incentive Plan are:

	•		EBITDA
	•		Return on Total Capital
	•		Earnings per share

Annual performance targets will be established for each measure based on Kirby’s projected budget, and individual bonus payments will be based on a combination of Company performance and individual performance.

Participants will receive 75% of their award based on Company performance in achieving the three performance measures, with the remaining 25% based on an assessment of individual performance for the year.

Each of the performance measures will have equal weight in calculating the bonus payout pool.

Corporate & Business Group Weighting

The Annual Incentive Plan bonus is calculated at the end of the year based on the performance of Kirby and the performance of our four Business Groups, Kirby Inland Marine, Kirby Engine Systems, Dixie Offshore Transportation and Osprey Line, relative to objectives established at the beginning of the year.

The award for Business Group employees will be primarily tied to Business Group performance, with a defined portion tied to Company performance.

The award for Corporate employees will be tied entirely to total Kirby performance.

Annual Incentive Plan Calculation

		Incentive
		Bonus Calculation %
		Kirby
		(Company)				Business Group
All Corporate			100	%			0	%
Employees
Business Group Employees			30	%			70	%
(Inland, Engine Systems, Offshore and Osprey)
Inland & Engine Systems			50	%			50	%
Presidents

Individual Bonus Targets

Each participant will be assigned a bonus level which is based on competitive market practices, as well as the employee’s ability to impact long-term Company performance. Market practices will be determined using data from either general industry, the marine transportation industry, or the diesel repair industry, depending upon the individual position being considered. It is the Company’s intent that salary plus target annual bonus be positioned to provide a competitive market opportunity for target performance.

Performance Measures and Weighting

Measure		Weight
• EBITDA (Earnings Before Interst, Taxes,			33-1/3	%
Depreciation and Ammortization)
• Return on Total Capital (Earnings before			33-1/3	%
interest and taxes divided by average
beginning and ending shareholders equity
plus long-term debt)
• Earnings per Share			33-1/3	%
			100	%

Performance Standards & Award Opportunities

Performance				Relationship to			% of Target
Level		Definition		Budget			Earned
Threshold		Minimal acceptable performance for payout		80% of Budget				50	%
Target		Expected performance at a stretch level		100% of Budget				100	%
Maximum		Outstanding performance		120% of Budget				200	%

Example Award Calculation

																		Example Calculation
																		Assumed				percent								Weighted
Performance		Performance Standards																Actual				of								Percent
Objectives		Below																Results				Target								of Target
Percent of Target		Threshold				Threshold				Target				Maximum				(% Budget				Award				Objective				Award
Award Earned:		0%				50%				100%				200%				Achieved)				Earned				Weight				Earned
EBITDA
(% Budget Achieved)			< 80	%			80	%			100	%			120	%			90	%			75	%			33-1/3	%			25	%
Return on Total Capital (% Budget Achieved)			< 80	%			80	%			100	%			120	%			110	%			150	%			33-1/3	%			50	%
Earnings per Share
(% Budget Achieved)			< 80	%			80	%			100	%			120	%			100	%			100	%			33-1/3	%			33.3	%
Total Percent of Target Awards Earned for Bonus Pool:																															108.3	%

	§		As shown in the exhibit, actual performance on each objective results in a corresponding percent of target award earned.
	§		The percents of target award earned for each objective are then multiplied by the weight for the objective, producing a weighted percent of target award earned for each objective.
	§		The weighted percents of target award earned for all objectives are summed to produce a total percent of target awards earned. This factor, when multiplied by the sum of target bonuses for plan participants, equals the bonus funding pool.
	§		75% of the total pool is paid to participants pro-rata, based on their individual bonus level and their applicable base salary for the period.
	§		The remaining 25% is awarded to participants based on individual performance.

Administration

Award Payout

A participant’s Final Award is paid out in cash within 90 days following the end of the Company’s fiscal year, based on audited financials.

Eligibility Limitation

Unless otherwise provided for as a special circumstance (below), selected participants must be employed by the Company on the last day of the Performance Period, and on the date bonuses are actually paid for the respective Performance Period, in order to be eligible to receive a bonus award.

Special Circumstances

Listed below are guidelines addressing termination and other events. The Committee will have the sole authority to resolve disputes related to Plan administration. Decisions made by the Committee will be final and binding on all participants.

New Employees. New employees hired after the beginning of a Performance Period who are selected for participation in the Plan, will receive prorated awards for the then current Performance Period, subject to the Termination of Employment restrictions.

Termination of Employment. If employment terminates before the end of the full Performance Period, or before the date bonuses are actually paid for the respective Performance Period, as a result of death, normal retirement³, or disability³, the participant (or the participant’s heirs) will be entitled to receive a prorated award at the end of the Performance Period, based upon base wages earned while employed during the Performance Period.

If employment terminates prior to the last day of the applicable Performance Period, or prior to the date bonuses are actually paid for the respective Performance Period, for any reason other then death, normal retirement³, or disability³, the participant will be ineligible to receive an award.

Transfer. A participant who is transferred between business units of the Company will be entitled to receive a weighted award based upon the time spent at each of the units. The weighted award is calculated by adding (1) the participant’s prorated award for time spent at the first business unit, to (2) the participant’s prorated award for time spent at the second business unit⁴.

Promotions. A participant who is promoted or reassigned during any Performance Period, and whose bonus target is subsequently increased or decreased, will be eligible to receive a weighted award. The award is calculated by adding (1) the prorated award for service before the promotion or reassignment, to (2) the prorated award for service after the promotion or reassignment⁴.

Compensation Committee

The Compensation Committee has the responsibility for the overall governance and administration of the Plan. In fulfilling its duties, the Committee will be responsible for interpreting the Plan and will rely on these guidelines in making all determinations that are necessary or advisable for administration of the Plan.

In administering the Plan the Committee will, on an annual basis:

	•		Approve the designation of Business Groups within the Company
	•		Approve the Performance Measures and the Threshold, Target and Maximum budget performance levels
	•		Approve linkage for participants to Company and Business Group performance
	•		Approve the Bonus Levels for all participants whose salaries are at or above $100,000

President & CEO

The CEO will have primary responsibility for recommending Plan guidelines to the Committee, and for carrying out the administrative duties associated with annual award calculations. In addition, the Compensation Committee may delegate additional administrative duties to the CEO or any Company officer.

CFO

The CFO will be responsible for calculating performance under the Plan and recommending adjustments to the performance objectives. In this capacity, the CFO will:

	•		Provide annual reports to the Compensation Committee and the CEO on each Business Group’s performance at the end of the Company’s fiscal year
	•		Maintain a financial information system that reports results on an estimated quarterly and annual basis
	•		Coordinate with the Company’s auditors to properly recognize any accounting expense associated with awards under the Plan
	•		Provide the VP of Human Resources with the performance results of each Business Group as well as overall Company performance
	•		Calculate new Threshold, Target and Maximum performance objectives as required by the Plan

VP of Human Resources

The VP of Human Resources will have primary responsibility for the day-to-day administration of the Plan. In this capacity, the VP of Human Resources will:

	•		Develop and recommend Target Award Guidelines and eligible participants for each new Performance Period to the CEO for approval
	•		Coordinate communications with participants, including materials to facilitate understanding the Plan’s objectives and goals
	•		Provide quarterly performance updates to Plan participants
	•		Calculate participants’ awards, using the performance factors provided by the CFO
	•		Process paperwork approving individual award payments

Business Group Presidents and Vice Presidents

Business Group Presidents and Vice Presidents will:

	•		Recommend participants for each Performance Period
	•		Coordinate with the CFO to determine any significant changes in business conditions for purposes of reviewing the Threshold, Target and Maximum performance objectives
	•		Insure that participants are informed of the actual award earned for each Performance Period