Exhibit 10.15
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BALL CORPORATION
ECONOMIC VALUE ADDED
INCENTIVE COMPENSATION PLAN
1. Statement of Purpose
The purpose of the Ball Corporation (the "Company") Economic Value Added
Incentive Compensation Plan (the "Plan") is to produce sustained
shareholder value improvement by establishing a direct link between
Economic Value Added ("EVA") and incentive compensation payments.
2. Administration of the Plan
The Human Resource Committee of the Board of Directors (the "Committee")
shall be the sole administrator of the Plan. The Committee shall have
full power to formulate additional regulations and make interpretations
for carrying out the Plan. The Committee shall also be empowered to make
any and all of the determinations not herein specifically authorized
which may be necessary or desirable for the effective administration of
the Plan. Any decision or interpretation of any provision of this Plan
adopted by the Committee shall be final and conclusive.
3. Eligibility
Eligibility to participate is limited to those key regular exempt
salaried employees selected by the business unit and approved by the
Committee.
4. Targets
4.1. Establishment of Target Incentive Percent - At the time a
Participant commences participation in the Plan, there
shall be established for each Participant a Target Incentive
Percent. The Target Incentive Percent for such Participant for any
future Year(s) may be increased, decreased or left unchanged from
the prior Year. Following the end of each Year, the Target
Incentive Percent for that Year will be multiplied by the Base
Salary of such Participant for that Year to arrive at the Target
Incentive Amount for such Participant. The Target Incentive Amount
will then be multiplied by the Performance Factor for that Year
to arrive at the amount of the Award, if any, and the amount
of adjustment to the Participant's Bank balance, if any.
4.2. Establishment of Target EVA - For any one Year, Target EVA shall
equal the sum of (i) the prior year's Target EVA and (ii) one-half
(1/2) the amount of the prior year's Incremental EVA.
Adjustments to the Target EVA (as computed above) may be
made, with the approval of the Committee due to changes in
the composition of the Participating Units, or for other
reasons at the discretion of the Committee.
5. Calculation of Performance Factors, Awards, Banks, and Distributions
5.1. Calculation of the Performance Factor
a. If Incremental EVA (i.e., Actual EVA less Target EVA)
is positive, the Performance Factor is determined as
follows:
Performance Factor = 1+ Incremental EVA
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Positive Leverage Factor
b. If Incremental EVA is zero (0), the Performance Factor
is 1.00.
c. If Incremental EVA is negative, the Performance Factor
is determined as follows:
Performance Factor = 1- Incremental EVA
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Negative Leverage Factor
5.2. Calculation of Participant's Award - The Performance Factor will
be multiplied by the Participant's Target Incentive Amount to
arrive at each Participant's Award for the Year.
If a Participant has multiple Participation Bases, the Performance
Factor for each Participation Basis will be determined separately
and accumulated to compute the Participant's total Award.
Except with the prior approval of the Committee, the total Award
for a Participating Unit may not exceed one-third (1/3) of
Positive Incremental EVA generated by that Unit, computed before
consideration of such Awards. The Leverage Factor of the
Participating Unit will be amended if the total Award of the Unit
exceeds one-third (1/3).
5.3. Determination of Distributions and Bank Balances - To encourage
sustained improvements to EVA, there are cases when earned
incentive will be deferred and credited to a Participant's bank
balance. Correspondingly, to ensure accountability for performance
in down periods, there are cases when a negative bank balance will
be created for a Participant. Appendix A sets out the Plan
distribution rules.
The distribution date shall be once each year and no later than
March 15 of the year following the year for which an Award was
calculated.
The formulas and examples of Determination of Distributions and
Bank Balances are contained in Appendix A and B and are
incorporated by reference herein and form a part of the Plan.
5.4. De Minimis Bank Balances - If after determination of the
Distribution for the Year, the Bank balance is positive but less
than Three Thousand Dollars ($3,000.00), then such balance will be
added to the Distribution for the Year, and the Bank balance will
thereby be brought to zero.
5.5. Calculation of Award Distributions When a Participant has Multiple
Participation Bases - In the event a Participant has multiple
Participation Bases for a Year, then Awards, Banks, Performance
Factors and Target Incentive Amounts shall be calculated
separately and independently for each Participation Basis.
Bank balances shall be maintained separately for each
Participation Basis. A Bank Balance from one Participation Basis
may not be offset against a Bank balance of another Participation
Basis.
5.6. Changes in Participation Basis - In the event a Participant
experiences a change in Participation Basis during a Year, then
Awards, Banks, Performance Factors and Target Incentive Amounts
shall be calculated separately and independently for each
Participation Basis of such Participant using those portions of
the Participant's Base Salary actually paid for service while
included in each separate Participation Basis.
Bank balances shall be maintained separately for each
Participation Basis.
5.7. Changes in Target Incentive Percent - In the event a Participant
experiences a change in Target Incentive Percent without
experiencing a change in Participation Basis during a Year, then
Award calculations and Bank adjustments will be made separately
using those portions of the Participant's Base Salary actually
paid for service while participating at each separate Target
Incentive Percent.
Separate Bank accounts shall not be maintained because of changes
in a Participant's Target Incentive Percent.
5.8. Qualification of Distributions for Other Plans - Distributions
from the Plan to active Participants shall qualify as incentive
payments for the purpose of any deferred compensation plan(s)
maintained by the Company, and as such, may be deferred by
Participants eligible to defer under the terms and conditions of
such plan(s). Such eligibility for deferral is not automatic and
shall only be as authorized for eligible employees under the
rules of such plan(s). Notwithstanding anything to the contrary
in such plan(s), no portion of any Award or any Bank, prior to
actual Distribution, shall qualify for the purposes of deferral
under the terms and conditions of such plan(s).
6. Leverage Factors
6.1. Establishment of Positive Leverage Factor - The Positive Leverage
Factor is determined by management, with the approval of the
Committee. The determination of the Positive Leverage Factor
considers a number of judgemental factors including, but not
limited to, the volatility of earnings and the capital invested in
each Participating Unit and the Total Incentive Amount for all
Participants in each Participating Unit.
It is anticipated that changes to the Positive Leverage Factor
will not be made often. Circumstances which may warrant a change
in the Positive Leverage factor include significant changes which
affect the Participating Unit, including a change in the
composition of the Participating Unit, permanent changes in market
conditions, and acquisitions and/or divestitures.
6.2. Establishment of Negative Leverage Factor - The Negative Leverage
Factor is equal to the Positive Leverage Factor multiplied by a
factor of two (2.0).
7. Distributions Following Termination
7.1. Eligibility - A Participant who terminates prior to December 31 of
a Year shall not be eligible for any Distribution for such Year or
any future Distributions, unless such termination is by reason of
Retirement, Death or Disability.
7.2. Distributions for the Year of Retirement, Death or Disability -
Distributions for a Participant for the Year of such Participant's
Retirement, Death or Disability shall be on the same basis as for
all other Participants.
Complete Distribution of Bank(s) of Participants who have
experienced a termination by reason of Retirement, Death or
Disability shall be accomplished no later than the Distribution
Date for the Year following the Year of Retirement, Death or
Disability.
7.3. Obligation for Negative Bank Balances - If, after the Distribution
made for the Year of Retirement, Death or Disability, the
Participant's Bank balance is negative, then such Bank balance
will be eliminated without further obligation of the Participant
to the Company. Participants who terminate for reasons other than
Retirement, Death or Disability and at the time of termination
have a negative Bank balance will have no obligation to the
Company related to the negative Bank balance.
8. Beneficiary Designation
The Participant shall have the right, at any time and from time to time,
to designate and/or change or cancel any person/persons or entity as to
his Beneficiary (both principal and contingent) to whom Distribution
under this Plan shall be made in the event of such Participant's death
prior to a Distribution. Any Beneficiary change or cancellation shall
become effective only when filed in writing with the Committee during
the Participant's lifetime on a form provided by or otherwise acceptable
to the Company.
The filing of a new Beneficiary designation form will cancel all
Beneficiary designations previously filed. Any finalized divorce of a
Participant subsequent to the date of filing of a Beneficiary
designation form shall revoke any prior designation of the divorced
spouse as a Beneficiary. The spouse of a Participant domiciled in a
community property jurisdiction shall be required to join in any
designation of Beneficiary other than the spouse in order for the
Beneficiary designation to be effective.
If a Participant fails to designate a Beneficiary as provided above, or,
if such Beneficiary designation is revoked by divorce, or otherwise,
without execution of a new designation, or if all designated
Beneficiaries predecease the Participant, then the Distribution shall be
made to the Participant's estate.
9. Miscellaneous
9.1. Unsecured General Creditor - Participants and their beneficiaries,
heirs, successors and assigns shall have no legal or equitable
rights, interests, or other claim in any property or assets of the
Employer. Any and all assets shall remain general, unpledged,
unrestricted assets of the Employer. The Company's obligation
under the Plan shall be that of an unfunded and unsecured promise
to pay money in the future, and there shall be no obligation to
establish any fund, any security or any otherwise restricted
asset, in order to provide for the payment of amounts under the
Plan.
9.2. Obligations To The Employer - If a Participant becomes entitled to
a Distribution under the Plan, and, if, at the time of the
Distribution, such Participant has outstanding any debt,
obligation or other liability representing an amount owed to
the Employer, then the Employer may offset such amounts owing
to it or any affiliate against the amount of any Distribution.
Such determination shall be made by the Committee. Any
election by the Committee not to reduce any Distribution
shall not constitute a waiver of any claim for any outstanding
debt, obligation, or other liability representing an amount
owed to the Employer.
9.3. Nonassignability - Neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate
or convey in advance of actual receipt the amounts, if any,
payable hereunder, or any part thereof, which are, and all
rights to which are, expressly declared to be unassignable and
nontransferable. No part of an Award and/or Bank, prior to actual
Distribution, shall be subject to seizure or sequestration for the
payment of any debts, judgements, alimony or separate maintenance
owed by a Participant or any other person, nor shall it be
transferable by operation of law in the event of the Participant's
or any other person's bankruptcy or insolvency.
9.4. Taxes; Withholding - To the extent required by law, the Company
shall withhold from all cash Distributions made, any amount
required to be withheld by the federal and any state, provincial
or local government.
9.5. Employment or Future Eligibility to Participate - Not Guaranteed -
Nothing contained in this Plan nor any action taken hereunder
shall be construed as a contract of employment or as giving any
Eligible Employee or any Participant or any former Participant any
right to be retained in the employ of the Employer. Designation as
an Eligible Employee or as a Participant is on a year-by-year
basis and may or may not be renewed for any employment years not
yet commenced.
9.6. Applicable Law - This Plan shall be governed and construed in
accordance with the laws of the State of Indiana.
9.7. Validity - In the event any provision of the Plan is held invalid,
void, or unenforceable, the same shall not affect, in any respect
whatsoever, the validity of any other provision of the Plan.
9.8. Notice - Any notice or filing required or permitted to be given to
the Committee shall be sufficient if in writing and hand
delivered, or sent by registered or certified mail, to the
principal office of the Company, directed to the attention of the
President and CEO of the Company. Such notice shall be deemed
given as of the date of delivery or, if delivery is made by mail,
as of the date shown on the postmark on the receipt for
registration or certification.
10. Amendment and Termination of the Plan
10.1. Amendment - The Committee may at any time amend the Plan in whole
or in part provided, however, that no amendment shall be effective
to affect the Participant's right to designate a beneficiary.
10.2. Termination of the Plan
a. Employer's Right to Terminate. The Committee may at any time
terminate the Plan as to prospective earning of Awards, if it
determines in good faith that the continuation of the Plan is
not in the best interest of the Company and its shareholders.
No such termination of the Plan shall reduce any Distribution
already made.
b. Payments Upon Termination of the Plan. Upon any termination
of the Plan under this Section, Awards for future years shall
not be made. With respect to the Year in which such
termination takes place, the employer will pay to each
Participant the Participant's Award for such Year or partial
Year, no later than March 15 in the calendar year following
the year of termination of the Plan. Bank Distributions shall
be made in their entirety to the Participants no later than
March 15 in the calendar year following the year of
termination of the Plan.
11. Definitions
11.1. Award - "Award" means the dollar amount (positive or negative)
which results from the multiplication of the Participant's
Target Incentive Amount for the Year, by the Performance Factor
for the same Year.
11.2. Bank - "Bank" means a dollar amount account that maintains the
balance of unpaid positive and negative Awards earned in
accordance with the terms and conditions of the Plan. Bank
balances are maintained by Participant, and the Company does
not transfer cash into such Bank accounts. The Bank accounts
exist only as bookkeeping records to evidence the Company's
obligation to pay these amounts in accordance with Plan
requirements. (See Appendix A for bank rules.)
No interest is charged or credited on amounts in the Bank.
Participants are never vested in amounts in the Bank, and such
amounts are not earned until the respective Distribution Date.
11.3. Base Salary - "Base Salary" means the Participant's actual base
salary paid during the Year, excluding incentive payments,
salary continuation, and other payments which are not, in the
sole determination of the Committee, actual base salary.
11.4. Beneficiary - "Beneficiary" means the person or persons
designated as such in accordance with Section 8.
11.5. Committee - "Committee" means the Human Resources Committee of
the Board of Directors of Ball Corporation or their
designee(s).
11.6. Disability - "Disability" means a bodily injury or disease, as
determined by the Committee, that totally and continuously
prevents the Participant, for at least six (6) consecutive
months, from engaging in an "occupation" for pay or profit.
During the first twenty-four (24) months of total disability,
"occupation" means the Participant's regular occupation. After
that period, "occupation" means any occupation for which the
Participant is reasonably fitted, based upon the Participant's
education, training or experience as determined by the
Committee.
11.7. Distribution - "Distribution" means the payment of incentive
compensation in cash or bank balance adjustment(s).
11.8. Distribution Date - "Distribution Date" means the date on which
the Employer makes Distributions. The Distribution Date shall
be once each Year and no later than March 15 of the Year
following the Year for which an Award was calculated.
11.9. Economic Value Added - "Economic Value Added" ("EVA") is a
measure of corporate performance. EVA is computed by
subtracting a charge for the use of invested capital from Net
Operating Profit After Tax.
EVA = Net Operating Profit After Tax less (Invested Capital X
Required Rate of Return on Capital)
11.10. Effective Date - "Effective Date" means the date on which the
Plan commences.
11.11. Eligible Employee - "Eligible Employee" means a regular,
exempt, salaried employee of the Company who may be selected by
management and recommended to the Committee for participation.
11.12. Employer - "Employer" (also referred to as the "Company") means
Ball Corporation and its wholly owned subsidiaries.
11.13. Incremental EVA - "Incremental EVA" is the difference (positive
or negative) between the year's Target EVA and actual EVA.
11.14. Invested Capital - "Invested Capital" means total assets less
non-interest bearing current liabilities. Average Invested
Capital for the year represents the average of twelve month-end
amounts.
11.15 Negative Leverage Factor - "Negative Leverage Factor" means
that amount of negative Incremental EVA required to obtain a
Performance Factor of zero (0).
11.16. Net Operating Profit After Tax - "Net Operating Profit After
Tax" (also referred to as "NOPAT") means operating income
before financing costs and income taxes reduced by income taxes
which are computed by applying a statistical tax rate
appropriate to the jurisdiction(s) in which the Company or
Participating Unit operates.
11.17. Participant - "Participant" means an Eligible Employee who has
been recommended for participation in the Plan by management
and approved by the Committee. Designation as a Participant
must be renewed annually.
11.18. Participating Unit - "Participating Unit" means an organization
within the Company or a wholly owned subsidiary for which EVA
Targets are established.
11.19. Participation Basis - "Participation Basis" means the Company
or Participating Unit or combination of Participating Units
and/or Company upon whose performance the Performance Factor
for the Year is calculated for a Participant.
11.20. Performance Factor - "Performance Factor" means that number
described in Section 5.1 and which is multiplied by a
Participant's Target Incentive Amount to arrive at such
Participant's Award.
11.21. Plan - "Plan" means this Economic Value Added Incentive
Compensation Plan.
11.22. Positive Leverage Factor - "Positive Leverage Factor" means
that amount of positive Incremental EVA required to obtain a
Performance Factor of two (2.0).
11.23. Retirement - "Retirement" means termination of employment by a
Participant for whatever reason other than Death or Disability
after attainment of age fifty-five (55), or, if prior to having
attained age fifty-five (55), only after having obtained prior
permission of the Committee. A Participant who has experienced
a Retirement as defined herein shall be termed a "Retiree."
11.24. Target EVA - "Target EVA" means that amount of EVA (positive or
negative) which, if attained, produces a Performance Factor of
one (1.000).
11.25. Target Incentive Amount - "Target Incentive Amount" means that
dollar amount determined by multiplying the Participant's Base
Salary by such Participant's Target Incentive Percent.
11.26. Target Incentive Percent - "Target Incentive Percent" means
that percent of Base Salary which is established by management,
consistent with the guidelines approved by the Committee, as
being the percent of Base Salary to be paid to the Participant
if Target EVA is achieved.
11.27. Year - "Year" means the calendar year in respect of which
performance is measured under the Plan.