EXHIBIT 10.24
CON-WAY TRANSPORTATION SERVICES, INC.
INCENTIVE PLAN FOR 1994
THE PLAN
In order to motivate certain of its employees more effectively and
efficiently, Con-Way Transportation Services, Inc. (CTS) establishes
an Incentive Plan (Plan) under which payments will be made to eligible
supervisory, managerial, and regular full-time nonsalaried personnel
out of calendar year 1994 Incentive Profits.
DESIGNATION OF PARTICIPANTS
Participants in the Plan shall be all full-time supervisory,
managerial and regular nonsalaried personnel of CTS. A master list of
all Plan participants will be maintained in the office of the
President of CTS.
ELIGIBILITY FOR PARTICIPATION
Participants will commence participation at the beginning of the first
full calendar quarter following becoming eligible. Calendar quarters
begin January 1, April 1, July 1, and October 1. An employee who
commences participation in the 1994 Plan during the 1994 Plan year,
and who participates less than four full quarters, will receive a pro
rata payment based on the number of full calendar quarters of Plan
participation.
Subject to the following exceptions, no person shall receive any
payment under this Plan unless on the date that the payment is
actually made that person is then currently (i) employed by CTS or any
of its subsidiaries and (ii) a Plan participant.
EXCEPTION 1. A Plan participant who is employed by CTS or any of
its subsidiaries through December 31, 1994 but leaves that
employment or otherwise becomes ineligible after December 31, 1994
but before the final payment is made relating to 1994, unless
terminated for cause, shall be entitled to receive payments under
this Plan resulting from 1994 Incentive Profits.
EXCEPTION 2. An appropriate pro rata payment will be made (1) to
a Plan participant who retires prior to December 31, 1994 pursuant
to the Consolidated Freightways, Inc. Non-Contractual Employees
Pension Plan or to the provisions of the Social Security Act
and who, at the time of retirement, was an eligible participant in
this Plan, (2) to the heirs, legatees, administrators or executors
of a Plan participant who dies prior to December 31, 1994 and who,
at the time of death, was an eligible participant in this Plan,
(3) to an eligible Plan participant who is placed on an approved
Medical, Sabbatical, or Military Leave of Absence prior to
December 31, 1994, or (4) to an eligible Plan participant who is
transferred to another subsidiary of Consolidated Freightways,
Inc. and who remains an employee through December 31, 1994.
METHOD OF PAYMENT
Each Plan participant will be assigned an incentive participation
factor as a percent of Annual Compensation in accordance with the
enclosed Personal Data Sheet.
The Minimum and Incentive Factor Profit Goals for CTS are shown on
Schedule A, attached.
Incentive for assigned goals will be earned on a pro rata basis for
accomplishment between the Minimum level and the Incentive Factor
Goal. Incentive earnings over the Incentive Factor Goal will continue
to earn at the same pro rata relationship that exists between minimum
level and factor goal.
No incentive will be earned by a participant until CTS has achieved
its Minimum Profit Goal.
PERSONAL DATA SHEET
A "Personal Data Sheet" for calculation of incentive earnings will be
prepared for each Plan participant which designates (1) the unit to
which the participant is assigned, (2) his assigned incentive par-
ticipation factor, (3) the minimum level of achievement required for
the profit goal, (4) the incentive factor level of achievement for
the profit goal, and (5) the incentive earnings at the incentive
factor level for the profit goal.
DATE OF PAYMENT
The President of CTS may authorize a partial payment of the estimated
annual earned incentive, in December 1994. The final payment to
eligible participants, less any previous partial payment, will be made
on or before March 15, 1995.
INCENTIVE PROFIT
Incentive profit is defined as the consolidated earnings of all of the
companies comprising CTS, before deducting any amounts expensed under
this or any similar incentive or bonus plan and before deducting in-
come taxes.
ANNUAL COMPENSATION
Annual Compensation for incentive purposes for each Plan participant
is his annualized salary or hourly base pay before any incentive,
overtime, or other special compensation as of the first pay period
following the date the participant becomes eligible to participate in
this Plan.
MAXIMUM PAYMENT
Payments under this Plan are limited to double each participant's
Participation Factor.
LAWS GOVERNING PAYMENTS
No payment shall be made under this Plan in an amount which is
prohibited by law.
AMENDMENT, SUSPENSION, AND ADMINISTRATION OF PLAN
The Board of Directors of CTS may at any time amend, suspend, or
terminate the operation of this Plan, by thirty-day written notice to
the Plan participants, and will have full discretion as to the
administration and interpretation of this Plan. No participant in
this Plan shall at any time have any right to receive any payment
under this Plan until such time, if any, as the payment is actually
made.
DURATION OF PLAN
This Plan is for the calendar year 1994 only.
SCHEDULE A
CON-WAY TRANSPORTATION SERVICES, INC.
INCENTIVE PLAN FOR 1994
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PROFIT GOALS
Minimum Profit
Goal $ 55,000,000
Incentive Factor
Profit Goal $ 99,640,000