DESCRIPTION OF 2011 INCENTIVE COMPENSATION PLAN
Exhibit 10.44
DESCRIPTION OF 2011 INCENTIVE COMPENSATION PLAN
At its meeting held on March 15, 2011, the Board of Directors (the Board) of Midas, Inc. (the Company), upon the recommendation of its Compensation Committee (the Committee), approved the terms of the 2011 Annual Incentive Compensation Plan (the 2011 Plan) for the Companys executive officers and key employees, including its Chief Executive Officer. The 2011 Plan is intended to provide incentives to the 2011 Plan participants in the form of cash bonus payments for achieving certain specified performance goals.
The bonus target levels under the 2011 Plan range between 15% and 90% (or such greater percentage as may result from the enhancement features described below) of the applicable participants annual base salary, depending upon the participants salary grade within the Company. The bonus target levels for the Companys officers under the 2011 Plan are as follows:
Title | Bonus Target Level* | |||
Chief Executive Officer | 90 | % | ||
Executive Vice President | 60 | % | ||
Senior Vice Presidents | 50 | % | ||
Vice Presidents | 35 | % | ||
Director-level employees | 15-25 | % |
* | as a percentage of annual base salary |
As previously noted, the foregoing bonus target levels are subject to the enhancement features described below.
The 2011 Plan is comprised of three components: (1) an Operating Income component (the Operating Income Component), which represents 50% of the 2011 Plans potential bonus payout, (2) a North American Comparable Shop Retail Sales Increase component (the Retail Sales Component), which represents 20% of the 2011 Plans potential bonus payout, and (3) an Individual Objectives component (the Individual Objectives Component), which represents the remaining 30% of the 2011 Plans potential bonus payout.
Bonus awards pursuant to the Operating Income Component are based upon the Companys achievement of an operating income target of approximately $21,450,000 for 2011, which is then adjusted to exclude the impact of bonus accruals, restricted stock amortization expense, costs related to the expensing of stock options, gains and losses on asset sales, and restructuring costs (the Financial Target). In addition, the Operating Income Component contains a 2 for 1 enhancement feature whereby, for each 1% (or pro rata portion thereof) over the Financial Target achieved by the Company, an additional 2% (or corresponding pro rata portion thereof) is added to the target bonus award under the Operating Income Component. Similarly, for each 1% (or pro rata portion thereof) that the Company falls short of the Financial Target, the target bonus award under the Operating Income Component is reduced by 2% (or corresponding pro rata portion thereof). The 2011 Plan specifically provides that no bonus awards are to be paid pursuant to the Operating Income Component unless the Company achieves at least 80% of the Financial Target (the Financial Target Threshold).
Bonus awards pursuant to the Retail Sales Component are based upon the Companys achievement of a 2% comparable shop retail sales increase in North America for 2011 (the Sales Target). In addition, the Retail Sales Component contains an enhancement feature whereby, for each 1% (or pro rata portion thereof) over the 2% targeted increase in comparable shop retail sales achieved by the Company in North America, an additional 10% (or corresponding pro rata portion thereof) would be added to the target bonus award payable thereunder (up to a maximum of 130%). Similarly, for each 1% (or pro rata portion thereof) that the Company falls short of the 2% targeted increase, the target bonus award under the Sales Component would be reduced by 10% (or corresponding pro rata portion thereof), with no payout thereunder if the comparable shop retail sales increase in North America is below 1% in 2011 (the Sales Target
Threshold). The 2011 Plan specifically provides that no bonus awards are to be paid pursuant to the Retail Sales Component if the Company fails to achieve the Financial Target Threshold under the Operating Income Component.
Bonus awards pursuant to the Individual Objectives Component are based upon a 2011 Plan participants achievement of specific individual objectives. Individual objectives are established by mutual agreement of the participant and his or her direct supervisor within the Company (or the Board, in the case of the Chief Executive Officer), and align with, and otherwise support and/or advance, the Companys overall business strategy. The Individual Objectives Component of the 2011 Plan provides for a maximum achievement percentage of 150% in order to acknowledge and reward extraordinary efforts by the 2011 Plan participant in achieving particular individual objectives. Bonus awards pursuant to the Individual Objectives Component are not contingent upon the Companys achievement of the Financial Target, the Sales Target or any other financial metrics.
The 2011 Plan provides for a maximum cap of 150% of a participants target bonus level, notwithstanding the above-described enhancement features under the Operating Income Component, the Retail Sales Component and the Individual Objectives Component.
The Committee oversees the 2011 Plan. All bonus awards made pursuant to the 2011 Plan are subject to the Committees approval. In addition, the Committee has sole authority to determine whether the Financial Target Threshold and the Sales Target Threshold have been achieved by the Company and, if so, the applicable bonus award percentages under the Operating Income Component and the Retail Sales Component resulting from the enhancement features described above. The 2011 Plan also provides the Committee with discretion to include or exclude significant one-time items in determining the level of achievement of the Financial Target and the Sales Target.