Summary Sheet of Executive Cash Compensation

This Summary Sheet contains (i) the 2020 annual base salary rates and target percentages under the Key Officers Incentive Plan (the “KOIP”) adopted by the Board’s Human Resources and Compensation Committee (the “Committee”) on November 4, 2019 for the Company’s principal executive officer, principal financial officer and other named executive officers; (ii) the 2021 annual base salary rates and target percentages under the KOIP adopted on February 23, 2021 for the Company’s principal executive officer, principal financial officer and other named executive officers; and (iii) information concerning the Business Unit Profit Sharing (the “BUPS”) Award Agreements granted to Steven K. Henderson.

 

The named executive officers are eligible to receive an annual cash incentive for 2021 under the 2020 KOIP (filed February 19, 2020 as Exhibit 10.1 to the Company’s Form 8-K) in accordance with the 2021 KOIP Award Formula, adopted on February 23, 2021 and attached as Exhibit 10.2 to the Company’s Form 8-K filed February 24, 2021. Each executive’s cash award is to be calculated by multiplying his or her annual base salary at the end of the KOIP plan year by a percentage set by the Committee (the “Target Percentage”), then applying the award formula adopted by the Committee for that year. The Award Formula in 2020 and 2021 established two performance criteria: (i) Return on Capital Employed (“ROCE”) (60% Relative Weight) and (ii) Cash Flow or Free Cash Flow for Mr. Henderson (40% Relative Weight). The Target Percentages for 2020 and 2021 for the principal executive officer, principal financial officer, and other named executive officers are shown in the following table.

Mr. Henderson accepted the 2018-2020 Business Unit Profit Sharing Award Agreement granted by the Company, which was filed February 24, 2021 as Exhibit 10.8 to the Company’s Form 8-K, and the 2019-2021 Business Unit Profit Sharing Award Agreement, which was filed February 24, 2021 as Exhibit 10.9 to the Company’s Form 8-K. Each of the agreements provides that Mr. Henderson will receive a cash payment equal to 1.50% of the incremental earnings before interest and taxes (“EBIT”), subject to certain adjustments and limitations, produced by the business units under his direction during the three-year performance period. On February 23, 2021, the Committee approved a cash payment of $51,282 to Mr. Henderson pursuant to the 2018-2020 BUPS Award Agreement.

 

The Company changed its vehicle policy resulting in the loss of use of a Company vehicle by each of the named executive officers. As part of this change, the Company approved cash payments of $800 per month in lieu of use of the vehicles for a 12-month period (beginning in the month the executive returns the vehicle to the Company, which can be no later than September 30, 2022).