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EX-10.1 2 a05-7004_1ex10d1.htm EX-10.1

Exhibit 10.1

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Proposed
2005 Executive Incentive
Compensation Plan

For the 12 months ended December 31, 2005

Compensation Committee Meeting

February 2, 2005

[LOGO]

Company Confidential

Key 2005 IC Elements

• Purpose:

• Encourage a “sense of urgency” in 2005 performance

• Increase importance of semi-annual financial performance

• Increase importance of team performance over individual performance

• Structure:

• Bonus-based Incentive Comp as % of Base Salary

• Award split between corporate and individual objectives

• Objectives set for Jan-Jun and Jul-Dec periods

• Measurement and payout for Jan-Jun and Jul-Dec periods

• 75% minimum CPO achievement required in each period for any payout

2005 IPO Process

• IPOs set semi-annually to focus on short-term goal achievement and adaptability to changing business conditions

• IPOs set through mutual agreement between executive and CEO based on critical tasks required in period to support achievement of corporate objectives for the period

• Individual IPOs are weighted according to a mutual agreement between executive and CEO regarding priority and value to the organization’s objectives

• IPOs include both quantitative and qualitative characteristics