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GREAT DANE HOLDINGS INC.
SPECIAL BONUS PLAN
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1. PURPOSE AND INTENT OF PLAN. The purpose of this Special
Bonus Plan is (i) to recognize the efforts of certain Key Employees of
the Company and its stamping division in connection with the
consummation of Sale Transaction and (ii) to increase the identity of
interests of such Key Employees with those of the Company's
shareholders by providing such Key Employees with the opportunity for
a cash bonus based upon the actual results of a successful Sale
Transaction.
2. DEFINITIONS. The following terms when used herein shall
have the meanings set forth below, unless a different meaning is
plainly required by the context:
BERENSON MINELLA. Berenson Minella & Company, the Company's
financial advisor.
BOARD. The Board of Directors of the Company.
BONUS POOL. The aggregate amount of money allocated for
payment to Key Employees on the Closing Date of a Sale Transaction.
BONUS POOL PAYMENT. The total cash payment to be made to a
Key Employee pursuant to the terms of Section 4(b) (i) hereof
(including any payments withheld to satisfy applicable federal, state
and local income taxes), upon the consummation of a successful Sale
Transaction.
CLOSING DATE. Closing Date shall mean the date of the
consummation of a Sale Transaction.
COMPANY. Great Dane Holdings Inc., a Delaware corporation.
EFFECTIVE DATE. The date on which this Special Bonus Plan
is approved by the Board.
KEY EMPLOYEES. The employees listed on Schedule I-2
attached hereto and any other employees who are from time to time
designated by the president of the Company to be eligible to receive
Bonus Pool Payments.
PURCHASER. Any individual, corporation, partnership,
association, trust or other entity or organization which purchases
more than half of the equity or the assets of Stamping in a Sale
Transaction.
SALE TRANSACTION. Any sale of Stamping either directly or
through the stock its parent holding company, whether by merger or
other business combination or the acquisition, directly or indirectly,
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of more than half of the equity or of the assets of Stamping by a
Purchaser, which Sale Transaction is introduced by, or directly
related to the engagement of, Berenson Minella.
STAMPING. South Charleston Stamping & Manufacturing
Company, a West Virginia corporation, alone or together with CMC
Kalamazoo Inc., a Delaware corporation.
TRANSACTION VALUE. The aggregate price paid in cash or
equity by a Purchaser with respect to a particular Sale Transaction
plus the aggregate value of debt assumed, refinanced or renegotiated
in connection with such Sale Transaction. In the event valuations of
debt or equity are required, the valuations used to determine the
Transaction Value for purposes of determining Berenson Minella's fee
shall be used to determine the Transaction Value hereunder.
3. DETERMINATION AND ELIGIBILITY FOR BONUS POOL PAYMENTS UNDER
THIS SPECIAL BONUS PLAN.
a. GENERAL. Subject to the terms and conditions set forth
herein, each Key Employee who is employed by the Company or Stamping
on and as of the Closing Date of a Sale Transaction involving Stamping
in which the price paid by a Purchaser exceeds the Transaction Value
set forth herein (or, if no specific Transaction Value is required,
the Closing Date of a Sale Transaction) and who has not given notice
at any time prior thereto of an intention to resign as an employee of
the Company or Stamping shall be eligible to receive a Bonus Pool
Payment under this Special Bonus Plan.
b. DETERMINATION OF KEY EMPLOYEES. The president of the
Company may at any time or from time to time prior to the Closing Date
of a Sale Transaction add those employees to the list of Key Employees
on Schedule I-2 who he believes should receive a Bonus Pool Payment.
4. DISTRIBUTION OF THE BONUS POOL:
a. DETERMINATION OF BONUS POOL AMOUNTS.
(i) GENERAL. Simultaneously with the consummation of
a Sale Transaction, the Company shall establish a Bonus Pool which
shall be administered, in accordance with the terms hereof, by the
Treasurer of the Company.
(ii) CALCULATION OF BONUS POOL. The amount of the
Bonus Pool shall be calculated in accordance with the formula set
forth on Schedule I-1.
b. DISTRIBUTION OF BONUS POOL PAYMENTS.
(i) AMOUNT. The president of the Company shall, at
any time or from time to time prior to the Closing Date of a Sale
Transaction in respect of which a Bonus Pool is to be established for
Stamping, determine the specific percentage of the Bonus Pool to be
received by each Key Employee.
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(ii) SUBSIDIARY SALE TRANSACTION. Simultaneously with
the consummation of a Sale Transaction, the Bonus Pool, if any, shall
be distributed by the Company among the Key Employees and, in the
discretion of the president, any Key Employees of the Company, in the
amounts determined in accordance with the provisions of Section b(i)
of this Section 4; PROVIDED, HOWEVER, that the Company shall withdraw
from the Bonus Pool Payment payable to each Key Employee an amount of
cash sufficient to satisfy federal, state and local income taxes
attributable such Key Employee's Bonus Pool Payment.
c. NO GENERAL RIGHT TO BONUS POOL PAYMENTS. No employee
of the Company or Stamping shall be entitled, as a matter of right, to
any Bonus Pool Payment and the president shall have the sole,
discretionary right to determine which employees are entitled to be
added to the list of Key Employees who are entitled to Bonus Pool
Payments if they meet the criteria set forth in Section 3(a). No Key
Employee shall have a right to Bonus Pool Payments of any specific
amount, the allocation of specific amounts to be in the sole
discretion of the president.
5. ADMINISTRATION OF THE PLAN. The Board shall have full power
and authority to (i) interpret the provisions of this Special Bonus
Plan, (ii) to prescribe, amend or rescind rules and regulations
relating to this Special Bonus Plan, (iii) to supervise the
administration of this Special Bonus Plan and (iv) to make all
determinations not specially set forth herein which it considers
desirable for the administration of this Special Bonus Plan, and all
such decisions and determinations made by the Board shall be final.
6. TERM OF PLAN; AMENDMENT AND DISCONTINUANCE. This Special
Bonus Plan shall become effective on the Effective Date and shall
continue until the termination of the right of Berenson Minella to
receive fees in connection with a Sale Transaction. The terms and
provisions of this Special Bonus Plan may be amended or modified by
the Board as it may deem advisable at any time or from time to time
prior to the Closing Date of a Sale Transaction, provided, however,
that the aggregate amounts allocated to the Bonus Pool may not be
decreased.
7. PLAN DOES NOT GRANT EMPLOYMENT RIGHTS. Nothing contained
herein shall confer upon any Key Employee named hereunder any right to
be continued as an employee of the Company or Stamping or any
affiliate of the Company or Stamping or shall interfere in any way
with the right of the Company or Stamping or any affiliate of the
Company or Stamping to whom such Key Employee provides service to
terminate the relationship between them at any time at will for any
reason unless otherwise provided by any agreement between the Company
and such Key Employee.
8. TERMINATION OF EMPLOYMENT. Notwithstanding any other
provisions of this Special Bonus Plan, if any Key Employee has for any
reason voluntarily or involuntarily terminated his employment with
Stamping on or as of the Closing Date or has provided the Company with
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notice of such Key Employee's intention to resign as an employee of
Stamping, such Key Employee shall no longer be entitled to receive any
Bonus Pool Payment hereunder.
Dated: October 11, 1996
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GREAT DANE HOLDINGS INC.
By /s/ David R. Markin
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Name: David R. Markin
Title: President