AMERICAN FINANCIAL GROUP, INC.
1998 ANNUAL BONUS PLAN
Adopted on April 9, 1998
AMERICAN FINANCIAL GROUP, INC.
1998 ANNUAL BONUS PLAN
1. PURPOSE
The purpose of the Annual Bonus Plan (the "Plan") is to
further the profitability of American Financial Group, Inc.
(the "Company") to the benefit of the shareholders of the
Company by providing incentive to the Plan participants.
2. ADMINISTRATION
Except as otherwise expressly provided herein, the Plan
shall be administered by the Compensation Committee or a
successor committee or subcommittee (the "Committee") of the
Board of Directors of the Company (the "Board") composed
solely of two or more "outside directors" as defined
pursuant to Section 162(m) of the Internal Revenue Code. No
member of the Committee while serving as such shall be
eligible to be granted a bonus under the Plan. Subject to
the provisions of the Plan (and to the approval of the Board
where specified in the Plan), the Committee shall have
exclusive power to determine the conditions (including
performance requirements) to which the payment of the
bonuses may be subject and to certify that performance goals
are attained. Subject to the provisions of the Plan, the
Committee shall have the authority to interpret the Plan and
establish, adopt or revise such rules and regulations and to
make all determinations relating to the Plan as it may deem
necessary or advisable for the administration of the Plan.
The Committee's interpretation of the Plan and all of its
actions and decisions with respect to the Plan shall be
final, binding and conclusive on all parties.
3. PLAN TERM AND BONUS YEARS
The term of the Plan is one year, commencing January 1,
1998, which term shall be renewed from year to year unless
and until the Plan shall be terminated or suspended as
provided in Section 9. As used in the Plan the term "Bonus
Year" shall mean a calendar year.
4. PARTICIPATION
Subject to the approval of the Committee and the Board
of Directors (based on the recommendation of the Committee),
management of the Company shall suggest those persons who
are deemed to be key employees of the Company for
participation in the Plan (the "Participants").
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5. ESTABLISHMENT OF INDIVIDUAL BONUS TARGETS AND
PERFORMANCE CRITERIA
The Committee shall establish the individual target
amount of bonus (the "Bonus Target") that may be awarded to
each Participant and recommend that the Board adopt such
action. In no event shall the establishment of any
Participant's Bonus Target give a Participant any right to
be paid all or any part of such amount unless and until a
bonus is actually awarded pursuant to Section 6.
The Committee shall establish the performance criteria,
both subjective and objective, (the "Performance Criteria")
that will apply to the determination of each Participant's
bonus for that Bonus Year and recommend that the Board adopt
such action. The individuals, their Bonus Targets and
Performance Criteria set forth on Schedules I and II have
been recommended by the Committee and approved by the Board.
6. DETERMINATION OF BONUSES AND TIME OF PAYMENT
As soon as practicable after the end of 1998, the
Committee shall certify whether or not the performance
criteria of each Participant has been attained and shall
recommend to the Board, and the Board shall determine, the
amount of the bonus, if any, to be awarded to each
Participant for 1998 according to the terms of this Plan.
Such bonus determinations shall be based on achievement of
the Performance Criteria for 1998.
Once the bonus is so determined for a Participant, it
shall be paid seventy-five percent in cash and twenty-five
percent in Company Common Stock to the Participant (less any
applicable withholding and employment taxes) as soon as
practicable. The number of shares of Company Common Stock
to be issued to a Participant shall be determined by
dividing twenty-five percent of the bonus payable (before
applicable taxes and deductions) by the average of the per
share Fair Market Value of the Common Stock for the last
twenty trading days of 1998; the resulting number shall then
be rounded to the nearest hundred. Any shares of Company
Common Stock issued pursuant to this Plan will be
"restricted."
"Fair Market Value" means the last sale price reported
on any stock exchange or over-the-counter trading system on
which Company Common Stock is trading on the last trading
day prior to a specified date or, if no last sales price is
reported, the average of the closing bid and asked prices
for a share of Common Stock on a specified date. If no sale
has been made on any date, then prices on the last preceding
day on which any such sale shall have been made shall be
used in determining Fair Market Value under either method
prescribed in the previous sentence.
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7. TERMINATION OF EMPLOYMENT
If a Participant's employment with the Company or a
subsidiary, as the case may be, is terminated for any reason
other than discharge for cause, he may be entitled to such
bonus, if any, as the Committee, in its sole discretion, may
determine.
In the event of a Participant's discharge for cause
from the employ of the Company or a Subsidiary, as the case
may be, he shall not be entitled to any amount of bonus
unless the Committee, in its sole discretion, determines
otherwise.
8. MISCELLANEOUS
A. Government and Other Regulations. The
obligation of the Company to make payment of bonuses
shall be subject to all applicable laws, rules and
regulations and to such approvals by governmental
agencies as may be required.
B. Tax Withholding. The Company or a
Subsidiary, as appropriate, shall have the right to
deduct from all bonuses paid in cash any federal, state
or local taxes required by law to be withheld with
respect to such cash payments.
C. Claim to Bonuses and Employment Rights. The
designation of persons to participate in the Plan shall
be wholly at the discretion of the Board. Neither this
Plan nor any action taken hereunder shall be construed
as giving any Participant any right to be retained in
the employ of the Company or a Subsidiary.
D. Beneficiaries. Any bonuses awarded under
this Plan to a Participant who dies prior to payment
shall be paid to the beneficiary designated by the
Participant on a form filed with the Company. If no
such beneficiary has been designated or survives the
Participant, payment shall be made to the Participant's
legal representative. A beneficiary designation may be
changed or revoked by a Participant at any time
provided the change or revocation is filed with the
Company.
E. Nontransferability. A person's rights and
interests under the Plan may not be assigned, pledged
or transferred except, in the event of a Participant's
death, to his designated beneficiary as provided in the
Plan or, in the absence of such designation, by will or
the laws of descent and distribution.
F. Indemnification. Each person who is or shall
have been a member of the Committee or of the Board
shall be indemnified and held harmless by the Company
(to the extent permitted by the Articles of
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Incorporation and Code of Regulations of the Company
and applicable law) against and from any loss, cost,
liability or expense that may be imposed upon or
reasonably incurred by him in connection with or
resulting from any claim, action, suit or proceeding to
which he may be a party or in which they may be
involved by reason of any action taken or failure to
act under the Plan and against and from any and all
amounts paid by him in settlement thereof, with the
Company's approval, or paid by him, in satisfaction of
judgment in any such action, suit or proceeding against
him. He shall give the Company an opportunity, at its
own expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf.
The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to
which such person may be entitled under the Company's
Articles of Incorporation or Code of Regulations, as a
matter of law or otherwise or of any power that the
Company may have to indemnify him or hold him harmless.
G. Reliance on Reports. Each member of the
Committee and each member of the Board shall be fully
justified in relying or acting in good faith upon any
report made by the independent certified public
accountants of the Company or of its Subsidiaries or
upon any other information furnished in connection with
the Plan by any officer or director of the Company or
any of its Subsidiaries. In no event shall any person
who is or shall have been a member of the Committee or
of the Board be liable for any determination made or
other action taken or any omission to act in reliance
upon any such report or information or for any action
taken, including the furnishing of information, or
failure to act, if in good faith.
H. Expenses. The expenses of administering the
Plan shall be borne by the Company and its Subsidiaries
in such proportions as shall be agreed upon by them
from time to time.
I. Pronouns. Masculine pronouns and other words
of masculine gender shall refer to both men and women.
J. Titles and Headings. The titles and headings
of the sections in the Plan are for convenience of
reference only, and, in the event of any conflict
between any such title or heading and the text of the
Plan, such text shall control.
9. AMENDMENT AND TERMINATION
The Board may at any time terminate the Plan. The
Board may at any time, or from time to time, amend or
suspend and, if suspended, reinstate the Plan in whole or in
part. Notwithstanding the foregoing, the Plan shall
continue
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in effect to the extent necessary to settle all matters
relating to the payment of bonuses awarded prior to any such
termination or suspension.
Schedule I
Annual Bonus Plan
for 1998
Participants and
Bonus Targets
Total Company
Bonus EPS Performance
Name Position Target Component Component
Carl H. Lindner Chairman of the Board
& Chief Executive Officer
Carl H. Lindner III Co-President
Keith E. Lindner Co-President
S. Craig Lindner Co-President
James E. Evans Sr. Vice President
& General Counsel
Thomas E. Mischell Sr. Vice President - Taxes
Fred J. Runk Sr. Vice President
& Treasurer
Schedule II
Annual Bonus Plan
1998 Performance Criteria for Participants
The overall bonus for 1998 for each Participant will be the
sum of such Participant's bonuses for the following two
Performance Criteria components:
Weighting of Dollar Amount of Bonus Target
(Assuming Schedule I indicates $925,000 Bonus Target)
Earnings Per Share ("EPS")- 50% $462,500
Company Performance - 50% $462,500
A. EPS Component.
Each participant's bonus will range from 0% to 150% of
the dollar amount of the Bonus Target allocated to the
EPS Component, based on the following levels of
reported earnings per common share achieved by the
Company and its consolidated subsidiaries for 1998:
Percentage of Bonus Target to be paid
Operating EPS for EPS Component
$2.19 or less 0
2.92 100%
more than 2.92 more than 100% up to 175%
Where the Operating EPS is above $2.19 and below $2.92,
the Committee, in its discretion, shall determine the
percentage of bonus below 100% and the percentage of
bonus above 100% of EPS is above $2.92.
The Operating EPS to be considered is diluted EPS from
the Company's insurance operations and not including
investee results, realized gains and losses in the
investment portfolio and unusual or non-recurring
items. Additionally, the Committee shall have the
power and authority, in its discretion, to adjust
reported EPS upward or downward for purposes of the
Plan to the extent the Committee deems equitable in the
event of occurrences which might unfairly affect the
computation of EPS for purposes of the Plan.
B. Company Performance Component
Each participant's bonus could range up to 175% of the
dollar amount of the Bonus Target allocated to the
Company Performance Component and will be determined by
the Board, upon the Compensation Committee's
recommendation, based on the Compensation Committee's
subjective rating of the Company's relative overall
performance for 1998. Such rating shall include a
consideration of all factors deemed relevant, including
financial (and non-financial) and strategic factors.