EXHIBIT
10(iii)(c)
Page 1 of 6
TO: EXECUTIVE VICE PRESIDENT
SUBJECT: BONUS CONTRACT FOR 1994
The bonus plan applying to you for 1994 is outlined herein.
Your bonus potential for 1994 will be divided into two parts.
% of salary will be based on Group Operating results and % of
salary will be based on the bonus awarded to the Chairman's
Office.
GROUP OPERATIONS CONTRACT (applies to % of salary)
1. Should your Operations Groups attain worldwide operating
income of $ , you will receive a bonus of % of
% of your annual salary rate in effect on December 31,
1994.
2. For each $ by which your worldwide operating
income exceeds $ up to $ , you will
receive % of % of your salary. For each $
over $ , you will receive % of % of your
salary.
3. You will receive a bonus for accounts receivable and
inventory turnover (sales divided by the five point
average of total accounts receivable and inventory)
determined in accordance with the following: For
attaining your PGP for accounts receivable and inventory
turnover of , you will receive % of % of your
salary. For each .03 increase in A/R and inventory
turnover, you will receive % of % of your salary.
4. You may receive an additional discretionary award of up to
% of % of your salary. The award will be based upon
your individual achievements and the accomplishments of
your Groups. Any award also will be dependent upon the
Company's overall performance.
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EXHIBIT
10(iii)(c)
Page 2 of 6
BONUS CONTRACT FOR 1994 - EXECUTIVE VICE PRESIDENT
5. The maximum bonus award on the sum of paragraphs (1) and
(2) will be limited to % of % of your salary. The
maximum bonus award on paragraph (3) will be limited to
% of % of your salary. The maximum bonus award on
paragraph (4) will be limited to % of % of your
salary.
6. Should the Company achieve or exceed Earnings Per Share of
$ , the total bonus percentage earned by you under
paragraphs (1)( through (5) will be increased in
accordance with the following schedule:
BONUS EARNED PAR. 1-5
E.P.S. ACHIEVED INCREASED BY
$ 10%
$ 15%
$ 20%
$ 25%
CORPORATE CONTRACT (applies to % of salary)
7. You also will receive a bonus based upon the percentage
bonus awarded to the Chairman's office which will apply to
% of your salary. For example, if the bonus awarded to
the Chairman's office is % of salary, your bonus award
under this paragraph (7) would be % of % of salary.
8. The maximum bonus award for paragraphs (1) through (7)
will be limited to % of your total annual salary rate
in effect on December 31, 1994.
9. Acquisitions, divestitures, changes in assignment, changes
in accounting procedures or tax law, abnormal deviations
to plan in other income and expenses in your financial
income statements, and/or corrections in historical data
during 1994 may necessitate pro rata adjustments in the
above goals and/or actual operating results. Any such
changes will be advised to you in a timely manner.
95
EXHIBIT
10(iii)(c)
Page 3 of 6
BONUS CONTRACT FOR 1994 - EXECUTIVE VICE PRESIDENT
10. The results will be tabulated by the Corporate Controller's
Office and reflected on Operating Income and Accounts
Receivable and Inventory Reports. For those divisions
having LIFO expense, the impact of LIFO will be included in
both the income and inventory portion of the calculation.
11. It is the present intention of the Company to decide the
amount of bonus for 1994 in February 1995. If the above
objectives are not attained, any bonus award will be made
at the sole discretion of the Company.
12. An illustration is attached of the Operations Group
Contract bonus calculation assuming you achieve your PGP
for Operating Income, exceed your Accounts Receivable and
Inventory PGP and receive a discretionary award for your
accomplishments under paragraph (4).
13. The Company will be the final arbiter of interpretation of
the above arrangements.
/S/ J. E. Perrella
J. E. Perrella
Chairman
96
EXHIBIT
10(iii)(c)
Page 4 of 6
TO: GROUP PRESIDENT
SUBJECT: BONUS CONTRACT FOR 1994
The bonus plan applying to you for 1994 is outlined below:
1. Should your operating group attain worldwide operating
income of $ , you will receive a bonus of % of
your annual salary rate in effect on December 31, 1994.
2. For each $ by which your worldwide operating
income exceeds $ you will receive % of your
salary.
3. You will receive a bonus for accounts receivable and
inventory turnover (sales divided by the five point
average of total accounts receivable and inventory)
determined in accordance with the following: For
attaining your PGP for accounts receivable and inventory
turnover of ______, you will receive ______% of your
salary. For each .03 increase in A/R and inventory
turnover, you will receive % of your salary.
4. You may receive an additional discretionary award of up to
% of your salary. The award will be based upon your
individual achievements and the accomplishments of your
Group. Your performance related to reengineering of
business processes will be a major factor in determining
the amount of bonus awarded under this paragraph. Any
award also will be dependent upon the Company's overall
performance.
5. The maximum bonus award on the sum of paragraphs (1) and
(2) will be limited to % of your salary. The maximum
bonus award on paragraph (3) will be % of salary. The
maximum bonus award on paragraph (4) will be % of
salary. The maximum award on the sum of paragraphs (1)
through (4) will be limited to % of salary.
97
EXHIBIT
10(iii)(c)
Page 5 of 6
BONUS CONTRACT FOR 1994 - GROUP PRESIDENT
6. Should the Company achieve or exceed Earnings Per Share of
$ , the total bonus percentage earned by you under
paragraphs (1) through (5) will be increased in accordance
with the following schedule:
EARNINGS PER
SHARE BONUS % EARNED PAR.1-5
ATTAINED INCREASED BY
$ 10%
$ 15%
$ 20%
$ 25%
7. The maximum bonus award for paragraphs (1) through (6)
will be limited to % of your annual salary rate in
effect on December 31, 1994.
8. Acquisitions, divestitures, changes in assignment, changes
in accounting procedures or tax law, abnormal deviations to
plan in other income and expenses in your financial income
statements, and/or corrections in historical data during
1994 may necessitate pro rata adjustments in the above
goals and/or actual operating results. Any such changes
will be advised as soon as possible.
9. The results will be tabulated by the Corporate Controller's
Office and reflected on Operating Income and Accounts
Receivable and Inventory Reports. For those divisions
having LIFO expense, the impact of LIFO will be included in
both the income and inventory portion of the calculation.
10. It is the present intention of the Company to decide the
amount of bonus for 1994 in February 1995. If the above
objectives are not attained, any bonus award made will be
at the sole discretion of the Company.
98
EXHIBIT
10(iii)(c)
Page 6 of 6
BONUS CONTRACT FOR 1994 - GROUP PRESIDENT
11. An illustration is attached of the bonus calculation
assuming you achieve your PGP for Operating Income, exceed
your Accounts Receivable and Inventory PGP and receive a
discretionary award for your accomplishments under
paragraph (4).
12. The Company will be the final arbiter of interpretation of
the above arrangements.
/S/ J. E. Perrella
J. E. Perrella
Chairman
99