EXHIBIT 10.25
EMERY WORLDWIDE
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INCENTIVE PLAN FOR 1994
THE PLAN
In order to motivate certain employees more effectively and
efficiently, Emery Worldwide (EWW) establishes an Incentive Plan
(Plan) under which payments will be made to designated participants
out of calendar year 1994 Incentive Profits.
DESIGNATION OF PARTICIPANTS
Participants in the Plan shall be all supervisory, managerial, and
regular full-time and part-time non-contractual (time-sheet) personnel
of EWW. A master list of Plan participants will be maintained in the
office of the President of EWW.
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 EWW or any
of its subsidiaries and (ii) a Plan participant.
EXCEPTION 1. A Plan participant who is employed by EWW 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, is 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, The Purolator Courier Corporation Hourly Employee
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, (ii) 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, (iii) to an eligible Plan participant who is placed on
an approved Medical, Sabbatical, or Military Leave of Absence
prior to December 31, 1994, or (iv) 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. The President of Emery
will assign each Plan participant to an operating unit (terminal,
division, total company, etc.) to earn incentive. The participation
factor may be further indexed to specific performance goals such as
revenue, profit, service, etc.
The Minimum and Incentive Factor Profit Goals for EWW are shown on
Schedule A, attached. Incentive compensation will be paid from an ICP
pool earned ratably between the Minimum and Incentive Factor Profit
Goals and will continue to be earned ratably over the Incentive Factor
Goal. Incentive Factor Plan Goals and minimum levels of
accomplishment will be established for all performance goals.
No incentive will be earned by a participant until their terminal or
appropriate unit meets the entry level for the various Performance
Goals established.
Actual incentive payout is subject to the ICP pool. Incentive
Compensation will be adjusted proportionately to the amount in the ICP
pool.
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 and the allocation of that factor to specific
Performance Goals, (3) the minimum level of achievement required for
the profit goal, (4) the incentive factor level of achievement for
each assigned goal, and (5) the incentive point potential at the
incentive factor level for each assigned goal.
DATE OF PAYMENT
The President of EWW 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 earnings of Emery Worldwide, Emery
Custom Brokers, and Emery Worldwide Airlines before deducting any
amounts expensed under this or any similar incentive or bonus plan and
before deducting income taxes and excluding interest income and
expense.
ANNUAL COMPENSATION
Annual Compensation for incentive purposes for each Plan participant
is his annual earnings for 1994 before any incentive or bonus payments
earned during the period of Plan participation eligibility.
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 EWW 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 any payment is actually
made.
DURATION OF PLAN
This Plan is for the calendar year 1994 only.
SCHEDULE A
EMERY WORLDWIDE, INC.
INCENTIVE PLAN FOR 1994
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PROFIT GOALS
Minimum Profit Goal $ 38,500,000
Incentive Factor Profit Goal 65,300,000