ANNUAL INCENTIVE PLAN Guidelines KIRBY CORPORATION As Amended ThroughMarch 2, 2005

EX-10.21 2 h22444exv10w21.htm ANNUAL INCENTIVE PLAN GUIDELINES exv10w21

Exhibit 10.21

ANNUAL INCENTIVE PLAN

Guidelines

KIRBY CORPORATION

As Amended Through March 2, 2005

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 the Board of Directors or the Compensation Committee of the Company.

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

The Annual Incentive Plan

The Annual Incentive Plan is an award for total Company performance, and for the performance of our three Business Groups; Kirby Inland Marine, Kirby Engine Systems and Dixie Offshore Transportation. 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 all Wheelhouse employees (Captains, Relief Captains and Pilots), 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.

Normal retirement or disability as defined for shore based employees in the Company’s Profit Sharing Plan, and as defined for wheelhouse employees in the Vessel Pension Plan

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.

	•	Reward 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.

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 three Business Groups, Kirby Inland Marine, Kirby Engine Systems and Dixie Offshore Transportation, 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 Employees	100%	0%
Business Group Employees (Inland, Engine Systems and Offshore)	30%	70%
Inland & Engine Systems Presidents	50%	50%

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.

Annual Incentive Plan Concept

Performance Measures and Weighting


Measure		Weight

n EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization)		33-1/3 %

n Return on Total Capital (Earnings before interest and taxes divided by average shareholders equity plus long-term debt)		33-1/3 %

n 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%

Performance must be at least to Threshold to earn a bonus payment. To determine the percent of the target bonus earned for percentages of budget not shown in the table, interpolate linearly between the next lower and higher percentages of budget shown.

Example Award Calculation


	Performance Standards												Example Calculation
													Assumed									Weighted
													Actual			Percent						Percent
													Results			of Target						of Target
Performance	Below												(% Budget			Award			Objective			Award
Objectives	Threshold			Threshold			Target			Maximum			Achieved)			Earned			Weight			Earned
Percent of Target Award Earned:		0	%		50	%		100	%		200	%

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	%


n	As shown in the exhibit, actual performance on each objective results in a corresponding percent of target award earned.


n	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.


n	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 target bonus for a plan participant, equals 100% of the potential bonus for the participant for the year.


n	75% of the potential bonus is paid to each participant.


n	Up to 25% of the potential bonus is awarded to each participant 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.

³ Normal retirement or disability as defined for shore based employees in the Company’s Profit Sharing Plan, and as defined for wheelhouse employees in the Vessel Pension Plan.

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

	•	Approve the discretionary portion of the bonus for Section 16 officers (as that term is defined in Rule 16a-1(f) under the Securities and Exchange Act of 1934).

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. The CEO will determine the discretionary portion of the bonus for all participants except Section 16 officers and will report his determinations to the Committee. In addition, the Compensation Committee may delegate additional administrative duties to the CEO or any Company officer.

⁴ Company and Business Group performance factors are calculated using performance for the entire Performance Period.

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