2019 Award Formula for the 2019 Key Officers Incentive Plan
EXHIBIT 10.2
2019 AWARD FORMULA
FOR THE
2019 KEY OFFICERS INCENTIVE PLAN
The 2019 Key Officers Incentive Plan (the “Plan”) provides cash Awards to Participants based on achievement of Performance Objectives for a specified Performance Period. Capitalized terms not defined in this document have the meaning ascribed under the Plan.
Participants in the Plan are the Section 16 Officers of the Company. There are separate Award Formulas under the Plan for Corporate Participants and Profit Center Participants. Under both formulas, a Participant’s Award is calculated by reference to the Target Percentage of the Participant’s base salary at the end of the Performance Period. The Award Formulas and each Participant’s Target Percentage are determined by the Committee.
For the Performance Period commencing January 1, 2019 and ending December 31, 2019, Awards under the Plan will be determined by achievement of the following Performance Objectives.
| Participant Type | Performance Objectives | Relative Weight | ||||
| Corporate Participants1 | Return on Capital Employed (ROCE) | 60 | % | |||
| Cash Flow | 20 | % | ||||
| Individual Performance Goals (IPGs) | 20 | % | ||||
| Profit Center Participants | Return on Capital Employed (ROCE) | 60 | % | |||
| Free Cash Flow (FCF) | 20 | % | ||||
| Individual Performance Goals (IPGs) | 20 | % | ||||
| 1 | Chief Financial Officer Matthew C. Flanigan will not have IPGs in 2019, and his Performance Objectives will be weighted 70% ROCE and 30% Cash Flow. |
Award Formula for Corporate Participants
ROCE and Cash Flow for Corporate Participants are calculated as follows:
| ROCE = | Earnings Before Interest and Taxes (EBIT) | |
| Net Property Plant and Equipment (PP&E) + Working Capital1,2 |
| 1 | Quarterly averaging of Net PP&E and Working Capital |
| 2 | Working Capital, excluding cash and current maturities of long-term debt, as presented on the Company’s December 31, 2019 Consolidated Balance Sheet |
| Cash Flow | = Earnings Before Interest Taxes Depreciation and Amortization (EBITDA) ± Change in Working Capital1 + Non-Cash Impairments – Capital Expenditures |
| 1 | Change in Working Capital, excluding cash and current maturities of long-term debt, from December 31, 2018 to December 31, 2019, as reflected on the Company’s Consolidated Balance Sheets |
Achievement of ROCE and Cash Flow targets for Corporate Participants is determined by the Company’s aggregate 2019 financial results. Financial results from acquisitions are excluded from calculations in the year of acquisition. Financial results from businesses divested during the year will be included in the calculations; however, the ROCE and Cash Flow targets relating to the divested businesses will be prorated to reflect only that portion of the year prior to the divestiture. Financial results from businesses classified as discontinued operations will be included in the calculations. Financial results will exclude (i) certain currency and hedging-related gains and losses, (ii) gains and losses from asset disposals, and (iii) items that are outside the scope of the Company’s core, on-going business activities.
ROCE and Cash Flow shall be adjusted for all items of gain, loss or expense for the fiscal year, as determined in accordance with standards established under Generally Accepted Accounting Principles, (i) from non-cash impairments; (ii) related to loss contingencies identified in footnotes to the financial statements in the Company’s 2018 10-K; (iii) related to the disposal of a segment of a business; or (iv) related to a change in accounting principle.
Achievement targets and payout percentages for Corporate Participants’ ROCE and Cash Flow are set forth below. No Awards are paid for ROCE achievement below 30.5% or Cash Flow below $300 million. The ROCE and Cash Flow payouts are each capped at 150%. Payouts will be interpolated for achievement levels falling between those set out in the schedule.
2019 Corporate Targets and Payout Schedule
| ROCE | Cash Flow | |||||||||||||||
| Achievement | Payout | Achievement | Payout | |||||||||||||
| < 30.5% | 0 | % | <$ | 300M | 0 | % | ||||||||||
| 30.5% | 50 | % | Threshold | $ | 300M | 50 | % | |||||||||
| 37.5% | 100 | % | Target | $ | 375M | 100 | % | |||||||||
| 44.5% | 150 | % | Maximum | $ | 450M | 150 | % | |||||||||
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The 2019 IPGs for each of the Corporate Participants were approved by the Committee on November 5, 2018. The Committee will determine the Corporate Participants’ achievement of the 2019 IPGs based upon the following payout schedule:
| Rating Scale | Payout% | |||
| 1 Did not achieve goal | 0 | % | ||
| 2 Partially achieved goal | 50 | % | ||
| 3 Substantially achieved goal | 75 | % | ||
| 4 Fully achieved goal | 100 | % | ||
| 5 Significantly exceeded goal | Up to 150 | % | ||
Award Formula for Profit Center Participants
ROCE and FCF for Profit Center Participants are calculated as follows:
| ROCE = | EBIT | |
| Net PP&E + Working Capital1, 2 |
| 1 | Monthly averaging of Net PP&E and Working Capital, adjusted for currency effects. |
| 2 | Working Capital excludes cash, current maturities of long-term debt, and balance sheet items not directly related to on-going Profit Center activity, such as interest receivable and payable, income taxes receivable and payable, current deferred tax assets and liabilities, and dividends payable. |
| FCF = | EBITDA (adjusted for currency effects) ± Change in Working Capital1 + Non-Cash Impairments – Capital Expenditures |
| 1 | Change in Working Capital from December 31, 2018 to December 31, 2019, excluding cash, current maturities of long-term debt, and balance sheet items not directly related to on-going Profit Center activity, such as interest receivable and payable, income tax receivable and payable, current deferred taxes assets and liabilities, and dividends payable. |
Achievement of ROCE and FCF targets for Profit Center Participants is determined by aggregate 2019 financial results for the Profit Centers for which the Participant is responsible. Financial results from acquisitions are excluded from calculations in the year of acquisition. Financial results from businesses divested during the year will be included in the calculations; however, the ROCE and FCF targets relating to the divested businesses will be prorated to reflect only that portion of the year prior to the divestiture. Financial results from businesses classified as discontinued operations will be included in the calculations. Financial results will exclude (i) results from non-operating branches, (ii) certain currency and hedging-related gains and losses, (iii) gains and losses from asset disposals, (iv) items that are outside the scope of the Company’s core, on-going business activities or relating to any other special events or change in business conditions, and (v) the impact of corporate allocations.
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ROCE and FCF shall be adjusted for all items of gain, loss or expense for the fiscal year, as determined in accordance with standards established under Generally Accepted Accounting Principles, (i) from non-cash impairments; (ii) related to loss contingencies identified in footnotes to the financial statements in the Company’s 2018 10-K; (iii) related to the disposal of a segment of a business; or (iv) related to a change in accounting principle.
Financial results for each Profit Center may include a critical compliance adjustment, ranging from a potential 5% increase for exceptional safety performance to a 20% deduction for critical compliance failures.
Achievement targets and payout percentages for the Profit Center Participant’s ROCE and FCF are set forth below. No Awards are paid for achievement below 80% of the ROCE and FCF targets. The ROCE and FCF payouts are each capped at 150%. The payout will be interpolated for achievement levels falling between those set out in the schedule.
| 2019 Profit Center Targets | ||||||||
| ROCE Target | FCF Target | |||||||
| Residential + Industrial Products | 30.0 | % | $ | 225.2M | ||||
2019 Profit Center Payout Schedule
| Achievement | Payout | |||||||
| <80% | 0 | % | ||||||
| 80% | Threshold | 60 | % | |||||
| 100% | Target | 100 | % | |||||
| 125% | Maximum | 150 | % | |||||
The 2019 IPGs for the Profit Center Participant were approved by the Committee on November 5, 2018. The Committee will determine the Profit Center Participant’s achievement of the 2019 IPGs based upon the following payout schedule:
| Rating Scale | Payout% | |||
| 1 Did not achieve goal | 0 | % | ||
| 2 Partially achieved goal | 50 | % | ||
| 3 Substantially achieved goal | 75 | % | ||
| 4 Fully achieved goal | 100 | % | ||
| 5 Significantly exceeded goal | Up to 150 | % | ||
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Sample Calculation
For Corporate and Profit Center Participants, the Award is calculated by multiplying the Participant’s salary, Target Percentage, the relative weight of the Performance Objective, and the payout percentage for each Performance Objective. The sample calculation below assumes a Participant with a base salary of $500,000, a Target Percentage of 80%, a ROCE payout of 120%, a Cash Flow/FCF payout of 80%, and an IPG payout of 100%:
| Performance Objective | Participant’s Base Salary | Participant’s Target% | Relative Weight | Payout Percentage | Award | |||||||||||||||
| ROCE | $ | 500,000 | 80 | % | 60 | % | 120 | % | $ | 288,000 | ||||||||||
| Cash Flow/FCF | $ | 500,000 | 80 | % | 20 | % | 80 | % | 64,000 | |||||||||||
| IPGs | $ | 500,000 | 80 | % | 20 | % | 100 | % | 80,000 | |||||||||||
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| Total Award: | $ | 432,000 | ||||||||||||||||||
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