EXHIBIT 10.31
CNF TRANSPORTATION INC.
SUMMARY OF INCENTIVE COMPENSATION PLANS FOR
1999
For 1999, CNF Transportation Inc. and certain of its
subsidiaries (each a "CNF Company") have adopted short-
term incentive compensation plans that provide for annual
incentive compensation to be paid to plan participants if
certain performance goals are met by the applicable CNF
Company. This document summarizes the general terms of
those plans. The plans vary in terms of the performance
measures to be met, and the amount of compensation to be
paid, but generally contain the terms as described below.
THE PLANS
In order to motivate eligible employees to perform more
effectively and efficiently, each CNF Company has
established a short-term incentive compensation plan
(Plan), under which participants are eligible to receive
short-term incentive compensation payments based upon
calendar year 1999 Incentive Performance Goals.
DESIGNATION OF PARTICIPANTS
Participation in each Plan is limited to full-time non-
contractual employees of the applicable CNF Company. A
master list of each Plan's participants is maintained in
the office of the President of the applicable CNF
Company.
ELIGIBILITY FOR PAYMENT
Participants generally commence participation in the
Plans on January 1, 1999. Eligible employees who are
employed by a CNF Company after January 1 commence
participation at the beginning of the first full calendar
quarter after joining the CNF Company. Calendar quarters
begin January 1, April 1, July 1, and October 1 or the
first working day thereafter. A participant who
commences participation in the Plan during the 1999 Plan
year, and who participates less than four full quarters,
receives a pro rata payment based on the number of full
calendar quarters of Plan participation.
Subject to the following exceptions, no participant is
eligible to receive any payment under a Plan unless on
the date the payment is actually made that person is then
currently (i) employed by a CNF Company and (ii) a Plan
participant.
EXCEPTION 1. A Plan participant who is employed by a
CNF Company through December 31, 1999 but leaves that
employment or otherwise becomes ineligible after December
31, 1999 but before the final payment is made relating to
1999, unless terminated for cause, is entitled to receive
payments under the Plan.
EXCEPTION 2. An appropriate pro rata payment will be
made (1) to a Plan participant who retires prior to
December 31, 1999 pursuant to the CNF Transportation Inc.
Retirement Plan and who, at the time of retirement, was a
participant in the Plan, (2) to the heirs, legatees,
administrators or executors of a Plan participant who
dies prior to December 31, 1999 and who, at the time of
death, was a participant in the Plan, (3) to a Plan
participant who is placed on an approved leave prior to
December 31, 1999, or (4) to a Plan participant who is
transferred to another CNF Company and who remains an
employee through December 31, 1999.
METHOD OF PAYMENT
Each Plan participant is assigned an incentive
participation factor as a percent of annual compensation.
The incentive participation factor is indexed to specific
performance goals such as revenue, profit, service, etc.
Minimum and incentive factor performance goals are
established separately for each Plan. Participants are
not entitled to any payments under the Plan until the
minimum performance goal is achieved. Incentive
compensation for the assigned goals will be earned on a
pro rata basis for accomplishments between the minimum
level and the incentive factor goals and will continue to
be earned ratably for performance over the incentive
factor goal.
The maximum payment that any Plan participant may receive
is 200% of incentive compensation factor. In addition,
for certain Plans the aggregate amount of payments to all
participants is limited to the amount of a specified pool
of funds.
DATE OF PAYMENT
The President of each CNF Company may authorize a partial
payment of the estimated annual incentive compensation
earned under the Plan to be made in December 1999. The
final payment to participants, less any previous partial
payment, is to be made on or before March 15, 2000.
INCENTIVE PERFORMANCE GOALS
Incentive Performance Goals are defined by each Plan but
generally consist of profits equal to earnings before
deducting any amounts expensed under a Company and/or
qualified subsidiary incentive plans, before deducting
income taxes and for some plans exclude interest income
and expense. Incentive Performance Goals may also
include specific levels of revenue, profit, service or
other measurable factors.
ANNUAL COMPENSATION
Annual Compensation for incentive purposes for each Plan
participant is that participant's annualized salary
before any incentive or other special compensation
(including long term disability insurance plan payments)
as of the first pay period following the date the
participant becomes eligible to participate in this Plan.
The term "special compensation" used herein does not
include deferred salary arrangements wherein the
participant could have chosen to receive the deferred
salary in the Plan year.
LAWS GOVERNING PAYMENTS
No payment shall be made under this Plan in an amount
that is prohibited by law.
AMENDMENT, SUSPENSION, AND ADMINISTRATION OF PLAN
The Board of Directors of the CNF Company may at any time
amend, suspend, or terminate the operation of the Plans,
by thirty-day written notice to the Plan participants,
and has 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 PLANS
The Plans are for the calendar year 1999 only.