SUMMARY SHEET FOR DIRECTOR COMPENSATION AND EXECUTIVE CASH COMPENSATION AND AWARD FORMULA UNDER THE 2004 KEY OFFICERS INCENTIVEPLAN
Exhibit 10.10(1)
SUMMARY SHEET FOR DIRECTOR COMPENSATION
AND EXECUTIVE CASH COMPENSATION
AND AWARD FORMULA UNDER THE 2004 KEY OFFICERS INCENTIVE PLAN
I. DIRECTOR COMPENSATION. The following table sets forth current rates of cash compensation for non-employee directors and advisory directors. Director compensation rates were last adjusted on August 4, 2004. Employee directors receive an annual retainer of $3,000.
Annual Retainer | |||
Non-employee directors | $ | 24,000 | |
Non-employee advisory directors | $ | 3,000 | |
Board Meeting Attendance Fees | |||
Non-employee directors | $ | 4,500 | |
Non-employee advisory directors | $ | 4,500 | |
Telephone Meeting Fees | $ | 500 | |
Committee Meeting Attendance Fees | $ | 1,200 | |
Committee Chair Annual Retainer | |||
Audit Committee | $ | 6,000 | |
Compensation Committee | $ | 3,500 | |
Nominating & Corporate Governance Committee | $ | 3,500 | |
Presiding Director Annual Retainer | $ | 6,000 |
Directors may elect to defer their cash compensation into the Companys Deferred Compensation Program (filed December 10, 2004 as Exhibit 10.1 to the Companys Form 8-K).
In addition to cash compensation, non-employee directors receive annual grants of restricted stock with a $14,000 market value and at-market stock options with underlying stock having a $40,000 market value under the Flexible Stock Plan (filed March 11, 2004 as Exhibit 10.8 to the Companys Form 10-K for the year ended December 31, 2003). Options are granted at fair market value, vest after one year and have a 10-year term. Restricted stock vests after one year and carries voting and dividend rights from the grant date.
The Company also provides term life insurance for two of its non-employee directors, Mr. Robert Ted Enloe, III and Mr. Richard T. Fisher. The cost of this coverage in 2004 was $1,391 each.
II. EXECUTIVE COMPENSATION. The following table sets forth the current base salaries provided to the Companys CEO and four most highly compensated executive officers. Salary increases are determined annually in March.
Executive Officer | Current Salary | ||
Felix E. Wright | $ | 816,000 | |
David S. Haffner | $ | 652,800 | |
Karl G. Glassman | $ | 489,600 | |
Robert A. Jefferies, Jr. | $ | 278,615 | |
Jack D. Crusa | $ | 250,000 |
Executive officers are also eligible to receive a bonus each year under the Companys 2004 Key Officers Incentive Plan (filed as Appendix D to the Companys definitive Proxy Statement dated March 24, 2004). 2004 bonuses paid to the Companys CEO and four most highly compensated executive officers are as shown in the following table.
Executive Officer | 2004 Bonus | ||
Felix E. Wright | $ | 474,096 | |
David S. Haffner | $ | 325,094 | |
Karl G. Glassman | $ | 203,184 | |
Robert A. Jefferies, Jr. | $ | 115,626 | |
Jack D. Crusa | $ | 99,138 |
AWARD FORMULA
On February 24, 2005, the Compensation Committee of the Board of Directors set the award formula under the 2004 Key Officers Incentive Plan. Awards are calculated based on Return on Net Assets, using either the Corporate Formula or the Profit Center Formula, depending on the type of participant.
Return on Net Assets (RONA), as defined by the Plan, is Leggetts EBIT return for the year on its net assets. Certain adjustments are made to EBIT and net asset amounts reported in the Companys Consolidated Financial Statements to determine Plan RONA. Those adjustments are (i) corporate bonus addback to EBIT, (ii) 50% stock match addback to EBIT, (iii) cash deduction from net assets, (iv) accumulated other comprehensive income deduction or addback for net assets, and (v) quarterly averaging of all calculations.
Under both formulas, a participants basic potential award is calculated by multiplying the participants target percentage times his annual base salary as of the end of the calendar year. For example, if the participants target percentage is 50% and his annual base salary is $300,000, his basic potential award would be $150,000 (50% x $300,000).
Award Formula for Corporate Participants
Corporate awards made under the Plan are based on the Companys overall financial performance during the previous year. The basic potential award for corporate participants has two components:
Corporate portion | 90% of total award | |
Discretionary portion | 10% of total award |
When the Company achieves at least 8% RONA in a calendar year, the corporate payout will begin at 5% and will follow the schedule below. No awards are payable for a year when RONA falls below 8%. The total incentive payout will be limited to 4% of EBIT.
Using the schedule below, if the Company achieved a 14% RONA, the resulting corporate payout would be 65%. Using the example of a participant with a $150,000 basic potential award, the corporate portion of his or her award would be $87,750 ($150,000 x 90% x 65%). The discretionary portion of the award would be $9,750 ($150,000 x 10% x 65%). Thus, the total award for the Corporate Participant in this example would be $97,500 ($87,750 + $9,750).
CORPORATE PARTICIPANT PAYOUT SCHEDULE | ||||||
RONA | Payout % | RONA | Payout % | |||
8% | 5% | 15% | 75% | |||
9% | 15% | 16% | 85% | |||
10% | 25% | 17% | 100% | |||
11% | 35% | 18% | 115% | |||
12% | 45% | 19% | 130% | |||
13% | 55% | 20% | 145% | |||
14% | 65% | 21% | 160% |
The Compensation Committee has established a different payout schedule for the Companys Executive Team, consisting of the top three corporate officers. Under the Executive Team payout schedule below, no bonus is payable if RONA is below 11%. For returns between 11% and 17%, the payout schedule mirrors that for other Corporate Participants. For returns above 17%, however, the corporate payout is higher.
Using the schedule below, if the Company achieved an 18% RONA, the resulting corporate payout for the Executive Team would be 130% (compared to 115% for other Corporate Participants). For an Executive Team participant with a $350,000 basic potential award, the corporate portion of his or her award would be $409,500 ($350,000 x 90% x 130%). The discretionary portion of the award would be $45,500 ($350,000 x 10% x 130%). Thus, the total award for the Executive Team Corporate Participant in this example would be $455,000 ($409,500 + 45,500).
EXECUTIVE TEAM PAYOUT SCHEDULE | ||||||
RONA | Payout % | RONA | Payout % | |||
8% | 0% | 15% | 75% | |||
9% | 0% | 16% | 85% | |||
10% | 0% | 17% | 100% | |||
11% | 35% | 18% | 130% |
12% | 45% | 19% | 160% | |||
13% | 55% | 20% | 190% | |||
14% | 65% | 21% | 220% |
Award Formula for Profit Center Participants
Profit Center awards are based on the budget achievement of a particular group of operating locations. The basic potential award for profit center participants has two components:
Profit Center portion | 75% of total award | |
Corporate and Discretionary portion | 25% of total award |
Each profit center has budgeted operating income for the year. The profit center portion of the award is determined by the profit centers achievement of that budget. The table below is used to determine the payout. The highlighted part of this table, for example, shows that participants in a profit center that achieves 90% of budget would receive 80% of the profit center portion of their award. Accordingly, for a participant with a $150,000 basic potential award, the profit center portion of his or her award would be $90,000 ($150,000 x 75% x 80%). The maximum Corporate and Discretionary portion, assuming a 65% corporate payout, would be $24,375 ($150,000 x 25% x 65%). Thus, the total award for this Profit Center Participant would be $114,375 ($90,000 + $24,375).
PROFIT CENTER TABLE | ||||||
Budget % Achieved | Pays This % | Budget % Achieved | Pays This % | |||
<62.5% | 0% | 81% | 62% | |||
62.5% | 25% | 82% | 64% | |||
63% | 26% | 83% | 66% | |||
64% | 28% | 84% | 68% | |||
65% | 30% | 85% | 70% | |||
66% | 32% | 86% | 72% | |||
67% | 34% | 87% | 74% | |||
68% | 36% | 88% | 76% | |||
69% | 38% | 89% | 78% | |||
70% | 40% | 90% | 80% | |||
71% | 42% | 91% | 82% | |||
72% | 44% | 91% | 84% | |||
73% | 46% | 93% | 86% | |||
74% | 48% | 94% | 88% | |||
75% | 50% | 95% | 90% | |||
76% | 52% | 96% | 92% | |||
77% | 54% | 97% | 94% | |||
78% | 56% | 98% | 96% | |||
79% | 58% | 99% | 98% | |||
80% | 60% | ³100% | 100% |