Amendment to 2005 Titanium Metals Corporation Profit Sharing Plan (February 21, 2008)
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Summary
This amendment updates the 2005 Profit Sharing Plan for Titanium Metals Corporation. It gives the CEO authority to determine which employees are eligible for the plan, clarifies how minimum and maximum operating income levels are set and communicated, and replaces the payout schedule. All other terms of the plan remain unchanged. The amendment was executed by the company on February 21, 2008.
EX-10.5 2 exhibit_10-5.htm EXHIBIT 10.5 exhibit_10-5.htm
Exhibit 10.5
Amendment to the
2005 Titanium Metals Corporation Profit Sharing Plan
(Amended and Restated April 6, 2005)
| 1. | Amendment of Profit Sharing Plan: The Management Development and Compensation Committee desires to amend the 2005 Titanium Metals Corporation Profit Sharing Plan, amended and restated as of April 6, 2005 (the “Profit Sharing Plan”) to give the chief executive officer authority to determine employee eligibility under the Profit Sharing Plan. |
| Section III(q) of the Profit Sharing Plan is amended by amending the definition of “Relevant Authority” to read in its entirety as follows: | |
| (q) | “Relevant Authority” shall mean the Company’s Chief Executive Officer for compensation matters pertaining to all employees of the Company. |
| Section V(b) of the Profit Sharing Plan is amended by amending such section to read in its entirety as follows: | |
| (b) | The Compensation Committee will recommend to the Board, and the Board will approve, the Minimum Operating Income Level and Maximum Operating Income Level for the Plan Year. The Minimum Operating Income Level and Maximum Operating Income Level will be announced to the Eligible Employees as soon as practical after approval. |
| Schedule A to the Profit Sharing Plan is superseded and replaced to read in its entirety as set forth on Schedule A attached hereto. | |
| * * * | |
| 2. | Terms and Conditions of Plan: Except for the above amendment, all terms and conditions of the Profit Sharing Plan are unamended and shall remain in full force and effect. |
| 3. | Execution: This amendment to the Amended and Restated Profit Sharing Plan is executed on this 21st day of February, 2008. |
| | TITANIUM METALS CORPORATION |
| | By: | /s/ Andrew B. Nace Andrew B. Nace, Vice President, General Counsel and Assistant Secretary |
Schedule A
Schedule of Payout Percentages
| North America | ||||||
| Grade | ||||||
| Level | UN | NI | FP | EE | OS | |
| COO | Min | 0.0% | 5.0% | 25.0% | 31.0% | 37.0% |
| Max | 0.0% | 21.0% | 105.0% | 112.0% | 119.0% | |
| E12 | Min | 0.0% | 3.4% | 17.0% | 21.0% | 25.0% |
| Max | 0.0% | 13.0% | 64.0% | 68.0% | 73.0% | |
| E11 | Min | 0.0% | 2.8% | 14.0% | 18.0% | 22.0% |
| Max | 0.0% | 11.0% | 54.0% | 58.0% | 63.0% | |
| E10 | Min | 0.0% | 2.2% | 11.0% | 14.0% | 17.0% |
| Max | 0.0% | 9.0% | 45.0% | 48.0% | 52.0% | |
| E09 | Min | 0.0% | 2.0% | 10.0% | 13.0% | 16.0% |
| Max | 0.0% | 9.0% | 43.0% | 46.0% | 49.0% | |
| E08 | Min | 0.0% | 1.8% | 9.0% | 12.0% | 15.0% |
| Max | 0.0% | 7.0% | 37.0% | 40.0% | 44.0% | |
| E07 | Min | 0.0% | 1.6% | 8.0% | 11.0% | 14.0% |
| Max | 0.0% | 6.0% | 32.0% | 36.0% | 39.0% | |
| E06 | Min | 0.0% | 1.2% | 6.0% | 10.0% | 14.0% |
| Max | 0.0% | 6.0% | 28.0% | 32.0% | 37.0% | |
| E05 | Min | 0.0% | 1.0% | 5.0% | 9.0% | 13.0% |
| Max | 0.0% | 5.0% | 25.0% | 29.0% | 34.0% | |
| E04 | Min | 0.0% | 1.0% | 5.0% | 9.0% | 13.0% |
| Max | 0.0% | 4.0% | 22.0% | 27.0% | 31.0% | |
| E03 | Min | 0.0% | 1.0% | 5.0% | 9.0% | 13.0% |
| Max | 0.0% | 4.0% | 20.0% | 25.0% | 29.0% | |
| E02 | Min | 0.0% | 1.0% | 5.0% | 9.0% | 13.0% |
| Max | 0.0% | 4.0% | 20.0% | 25.0% | 29.0% | |
| NE5 | Min | 0.0% | 1.0% | 5.0% | 9.0% | 13.0% |
| Max | 0.0% | 4.0% | 20.0% | 25.0% | 29.0% | |
| NE4 | Min | 0.0% | 1.0% | 5.0% | 9.0% | 13.0% |
| Max | 0.0% | 4.0% | 20.0% | 25.0% | 29.0% | |
| NE3 | Min | 0.0% | 1.0% | 5.0% | 9.0% | 13.0% |
| Max | 0.0% | 4.0% | 20.0% | 25.0% | 29.0% | |
| NE2 | Min | 0.0% | 1.0% | 5.0% | 9.0% | 13.0% |
| Max | 0.0% | 4.0% | 20.0% | 25.0% | 29.0% | |
| NE1 | Min | 0.0% | 1.0% | 5.0% | 9.0% | 13.0% |
| Max | 0.0% | 4.0% | 20.0% | 25.0% | 29.0% | |
| Hourly | Min | 0.0% | 1.0% | 5.0% | 9.0% | 13.0% |
| THT | Max | 0.0% | 4.0% | 20.0% | 25.0% | 29.0% |
| Hourly | Min | 0.0% | 5.0% | 5.0% | 5.0% | 5.0% |
| HDN | Max | 0.0% | 20.0% | 20.0% | 20.0% | 20.0% |
| UK | |||||||
| Grade | UN | NI | FP | EE | OS | ||
| 11 | Min | 0% | 2.8% | 14% | 18% | 22% | |
| Max | 0% | 11.0% | 54% | 58% | 63% | ||
| 10 | Min | 0% | 2.2% | 11% | 14% | 17% | |
| Max | 0% | 9.0% | 45% | 48% | 52% | ||
| 9 | Min | 0% | 2.0% | 10% | 13% | 16% | |
| Max | 0% | 9.0% | 43% | 46% | 49% | ||
| 8 | Min | 0% | 1.8% | 9% | 12% | 15% | |
| Max | 0% | 7.0% | 37% | 40% | 44% | ||
| 7 | Min | 0% | 1.6% | 8% | 11% | 14% | |
| Max | 0% | 6.0% | 32% | 36% | 39% | ||
| 1 to 6 | Min | 0% | 0.0% | 4% | 6% | 8% | |
| Max | 0% | 7.0% | 20% | 22% | 26% | ||
| Savoie | UN | NI | FP | EE | OS | ||
| 10 | Min | 0% | 0% | 8% | 10% | 12% | |
| Max | 0% | 0% | 26% | 31% | 37% | ||
| 9 | Min | 0% | 0% | 7% | 9% | 11% | |
| Max | 0% | 0% | 21% | 27% | 32% | ||
| 8 | Min | 0% | 0% | 6% | 8% | 10% | |
| Max | 0% | 0% | 17% | 22% | 28% | ||
| 7 | Min | 0% | 0% | 4% | 6% | 9% | |
| Max | 0% | 0% | 11% | 17% | 22% | ||
| 6 | Min | 0% | 0% | 3% | 5% | 7% | |
| Max | 0% | 0% | 7% | 13% | 19% | ||
| 5 | Min | 0% | 0% | 2% | 4% | 6% | |
| Max | 0% | 0% | 6% | 11% | 16% | ||
| Loterios | |||||||
| UN | NI | FP | EE | OS | |||
| 10 | Min | 0% | 0% | 10% | 13% | 16% | |
| Max | 0% | 0% | 40% | 44% | 47% | ||
| 9 | Min | 0% | 0% | 9% | 12% | 15% | |
| Max | 0% | 0% | 34% | 37% | 40% | ||
| 8 | Min | 0% | 0% | 7% | 10% | 13% | |
| Max | 0% | 0% | 30% | 34% | 37% | ||
| 7 | Min | 0% | 0% | 5% | 8% | 11% | |
| Max | 0% | 0% | 25% | 28% | 31% | ||
