WKI Holding Company, Inc. Long-Term Incentive Plan Guidelines (May 29, 2003 – December 31, 2005)

Summary

This document outlines the guidelines for WKI Holding Company, Inc.'s Long-Term Incentive Plan for the period from May 29, 2003 to December 31, 2005. It details how eligible employees (WKI Participants) can earn cash awards based on the company’s revenue and EBITDA performance in the third year of the term. Awards are subject to vesting, forfeiture, and acceleration provisions, especially in the event of a change of control. The plan also sets maximum award limits and allows for amendments with participant consent if negatively affected.

EX-10.2(C) 6 doc5.txt EXHIBIT 10.2(c) WKI HOLDING COMPANY, INC. LONG-TERM INCENTIVE PLAN GUIDELINES FOR THE MAY 29, 2003 THROUGH DECEMBER 31, 2005 AWARD TERM 1. Guidelines. These WKI Holding Company, Inc. Long-Term Incentive Plan ---------- Guidelines for the May 29, 2003 through December 31, 2005 Award Term (the "WKI Guidelines") have been approved by the Committee for the administration of the WKI Holding Company, Inc. Long-Term Incentive Plan (the "Plan") for Awards granted to WKI Participants (as defined below) for such Award Term. 2. Definitions. Except as otherwise provided in these WKI Guidelines, terms ----------- defined in the Plan (as it may be amended from time to time) shall have the same meanings when used herein. 3. Awards. ------ (a) Award Pool. The Award Pool for the current Award Term shall be as ----------- set forth on Exhibit A. ---------- (b) WKI Participants. Exhibit A lists the eligible Participants for ----------------- ---------- the current Award Term (each, a "WKI Participant") and the number of Award Units granted to each WKI Participant on the Grant Date. Each WKI Participant shall be notified in writing that he is eligible to receive an Award to be calculated in accordance with the Plan and these WKI Guidelines based on the number of Award Units specified in the notice. (c) Performance Criteria and Vesting. Subject to the provisions of ----------------------------------- Section 3(d) hereof, the right of each WKI Participant to receive payment for any Award Units shall be determined (A) on the basis of the Company's Revenue in year 3 of the current Award Term and (B) on the basis of the Company's EBITDA for year 3 of the current Award Term as follows: If the Revenue and EBITDA of the Company during year 3 of the current Award Term are within the percentage ranges specified in the performance matrix set forth on Exhibit B, each Award Unit shall become fully vested and the --------- WKI Participant shall be entitled to receive a cash payment for each Award Unit in the amount set forth on Exhibit B opposite such percentage ranges. --------- For purposes of the Award for the current Award Term, the target Company EBITDA for year 3 of such Award Term shall be $102.5 million and the target Company Revenue for year 3 of such Award Term shall be $735.0 million. By April 1st of the year following the end of the current Award Term, the Committee shall determine (A) the Company's Revenue for such Award Term and (B) the Company's EBITDA for such Award Term. Based upon the foregoing amounts, the Committee shall determine the amount of the cash payment to be paid to each WKI Participant in the manner provided in these WKI Guidelines and the Plan. (d) Forfeiture and Acceleration of Award Units. ----------------------------------------------- (i) Except as and to the extent otherwise provided in these WKI Guidelines or a WKI Participant's employment agreement, the forfeiture and acceleration provisions set forth in Section 6 of the Plan shall apply. (ii) Notwithstanding Section 3(d)(i) above, but subject to any provisions in an OXO Participant's employment agreement, upon the occurrence of a Change of Control during the current Award Term, the Award Units of all "Affected Participants" shall become vested and, in lieu of any other payments to such Affected Participant pursuant to the WKI Guidelines, each Affected Participant shall be entitled to receive a cash payment in an amount equal to $1,000 for each vested Award Unit. For purposes of this Section 3(d)(ii), the term "Affected Participants" shall mean those WKI Participants (A) who are employed by the Company or any Subsidiary on the date of a Change of Control, (B) whose employment with the Company or any Subsidiary is terminated without Cause within 90 days prior to a Change of Control (or within 90 days of the Company entering into any definitive agreement with respect to a pending Change of Control which actually results in a Change of Control) or (C) who are party to an employment agreement with the Company that defines the term "Good Reason" and who terminate employment with the Company for Good Reason within 90 days prior to a Change of Control (or within 90 days of the Company entering into any definitive agreement with respect to a pending Change of Control which actually results in a Change of Control). (e) Maximum Award Limit. Notwithstanding any other provision of the --------------------- Plan or these WKI Guidelines, the total amount of any Award determined for any WKI Participant hereunder shall not exceed the amounts set forth on Exhibit B. --------- 4. Amendment. The Committee may, from time to time, alter or amend these --------- Guidelines, except that no amendment, which would adversely affect the amount of any granted but unpaid Award of a WKI Participant, the number of Award Units in the outstanding Award Pool or granted to a WKI Participant on the Grant Date, or the value or amount of any Award as calculated in accordance with Section 3 above will become effective without the prior written consent of such affected WKI Participant. 5. Effect of Plan. The Awards shall be subject to all terms and conditions --------------- of the Plan, except to the extent such terms and conditions are inconsistent with any provision in the WKI Guidelines. 2