Exhibit 10
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OWENS CORNING
SENIOR LEADER EMERGENCE INCENTIVE PLAN
1. Purpose. This Owens Corning Senior Leader Emergence Incentive
Plan has been established by Owens Corning for designated key
employees of the Company. The purpose of the Plan is to provide an
incentive to Participants to remain in the employ of the Company
through the date of the Company's emergence from Chapter 11
bankruptcy, and to expedite its emergence to the greatest extent
possible.
2. Definitions. For purposes of this Plan:
a. "Board" shall mean the Board of Directors of Owens Corning.
b. "Cause" shall mean acts of gross misconduct, gross
insubordination, embezzlement, fraud, misappropriation of funds,
property or trade secrets (in each case, as determined by the
Committee), or the commission of any felony under state or federal
law.
c. "Committee" shall mean the Compensation Committee of the Board.
d. "Company" shall mean Owens Corning, a Delaware Corporation, and
each of its subsidiaries.
e. "Disability" shall mean the Participant's entitlement to
benefits under any long term disability plan or program of the
Company.
f. "Effective Date" means January 1, 2001.
g. "Emergence" shall mean the effective date of a Plan of
Reorganization confirmed in the Chapter 11 proceedings.
h. "Emergence Amount" shall mean, with respect to each Participant,
the amount payable under the Plan in accordance with Section 5(a)
hereof.
i. "Emergence Date" shall mean the date of the Company's Emergence,
as defined.
j. "Nonqualifying Severance" shall mean the termination of a
Participant's employment with the Company after the Effective Date
and before the Emergence Date, in other than a Qualifying
Severance.
k. "Participant" shall mean an employee of the Company who
participates in the Plan in accordance with Section 4 hereof.
l. "Plan" shall mean this Owens Corning Senior Leader Emergence
Incentive Plan, as amended from time to time.
m. "Qualifying Severance" shall mean the termination of a
Participant's employment with the Company after the Effective Date
and before the Emergence Date: (i) by the Company other than for
Cause, (ii) by reason of death or Disability, or (iii) by reason
of Retirement at the Company's request or with the consent of the
Chief Executive Officer of Owens Corning (or, in the case of such
Chief Executive Officer, with the consent of the Committee).
n. "Retirement" shall mean termination from employment by an employee
who satisfies at least the early retirement eligibility
requirements set forth in the Company's pertinent retirement
plans.
3. Administration.
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a. The Plan shall be administered by the Committee, which shall have
complete authority to determine who shall participate herein and
the Emergence Amount applicable to each Participant, to interpret
the Plan, to prescribe, amend and rescind rules and regulations
relating to it, and to make all other determinations necessary or
advisable for the administration of the Plan.
b. The Committee is authorized, on behalf of the Plan, to engage
accountants, legal counsel and such other personnel as it deems
necessary or advisable to assist it in the performance of its
duties under the Plan. All reasonable expenses thereof shall be
borne by the Company.
c. All decisions made by the Committee pursuant to the provisions of
the Plan shall be final, conclusive and binding on all persons,
including the Company and the Participants. No member of the Board
or the Committee, nor any officer or employee of the Company
acting on behalf of the Board or the Committee, shall be
personally liable for any action, determination, or interpretation
taken or made in good faith with respect to the Plan, and all
members of the Board or the Committee and each and any officer or
employee of the Company acting on their behalf shall, to the
extent permitted by law, be fully indemnified and protected in
respect of any such action, determination or interpretation.
d. The Committee may delegate any of its duties hereunder to
such person or persons as it may designate from time to time.
4. Participation. The Committee shall, in its sole discretion, select the
employees of the Company who shall participate in the Plan. As a
condition to participation in the Plan, each such employee shall execute
an agreement, in such form as the Committee may require, acknowledging
his or her participation in the Plan and his or her intent to remain
employed by the Company through the Emergence Date.
5. Payments.
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a. In General. Each Participant who remains employed by the Company
through the Emergence Date shall receive a cash payment from the
Company equal to the Emergence Amount established by the Committee
for the Participant, as set forth in the letter informing the
Participant of his or her participation in the Senior Leader
Emergence Incentive Plan, and as reduced in accordance with the
Payment Table set forth below. There shall be no requirement of
uniformity of Emergence Amount among Participants.
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Percentage of Emergence
Date of Emergence Amount
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December 31, 2001 125%
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June 30, 2002 100%
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December 31, 2002 90%
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June 30, 2003 80%
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December 31, 2003 70%
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June 30, 2004 60%
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December 31, 2004 50%
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Thereafter 0%
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Qualifying Severance.
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Each Participant who terminates employment with the Company under a Qualifying
Severance shall receive a cash payment from the Company equal to his or her
Emergence Amount pursuant to the Payment Table above based on the Company's
actual Emergence Date, multiplied by a fraction, the numerator of which is the
number of calendar months (including fractional months) from the Effective Date
until the date of the Qualifying Severance, and the denominator of which is 48.
b. Nonqualifying Severance. No payment shall be made under the
Plan for a Participant who incurs a Nonqualifying Severance.
c. Form and Timing of Payment. In general, payments under this
Section 5 shall be made in a lump sum. In the case of a payment
pursuant to subsection (a) above, such payment shall be made as
soon as practicable following the Emergence Date, and in the case
of a payment pursuant to subsection (b) above, such payment shall
also be made as soon as practicable following the Emergence Date.
6. General Provisions.
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a. Compliance with Legal Requirements.
The Plan, the payment of amounts hereunder, and the other obligations
of the Company under the Plan shall be subject to all applicable
federal and state laws, rules and regulations, and to such approvals
by any regulatory or governmental agency as may be required.
b. Nontransferability.
No Participant shall have the right to alienate, anticipate, commute,
pledge, encumber or assign any of the benefits or payments which he or
she may expect to receive, contingently or otherwise, under this Plan.
c. No Right To Continued Employment.
Nothing in the Plan shall confer upon any Participant the right to
continue in the employ of the Company or to be entitled to any
remuneration or benefits not set forth in the Plan or to interfere
with or limit in any way the right of the Company to terminate such
Participant's employment, which remains "at will."
d. Effect on Other Benefits.
Amounts paid or payable hereunder shall not be treated as compensation
for purposes of determining benefit amounts or accruals under any
employee pension or benefit plan, program or arrangement maintained by
the Company.
e. Severability.
If any provision of this Plan shall be held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other
provisions hereof, and this Plan shall be construed and enforced as if
such provisions had not been included.
f. Successors.
This Plan shall be binding upon the heirs, executors, administrators,
successors and assigns of the parties, including each Participant and
any successor to the Company.
g. Construction.
The headings and captions herein are provided for reference and
convenience only, shall not be considered part of the Plan, and shall
not be used in the construction of the Plan.
h. Withholding Taxes.
All amounts to be paid hereunder to Participants shall be paid net of
any taxes that the Company may be required to withhold therefrom in
respect of any federal, state, local or other taxes.
i. Amendment, Termination and Duration of the Plan.
The Committee may at any time and from time to time alter, amend,
suspend, or terminate the Plan in whole or in part. The Plan shall
terminate on the Emergence Date, provided that all amounts not yet
paid on the Emergence Date shall be paid thereafter in accordance with
the terms hereof.
j. Unfunded Plan.
The Plan is intended to constitute an "unfunded" plan for incentive
compensation. With respect to any payments not yet made to a
Participant hereunder, nothing contained in the Plan shall give any
such Participant any rights in any assets of the Company that are
greater than those of a general creditor of the Company.
k. Beneficiary.
A Participant may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee and
may, from time to time, amend or revoke such designation. If no
designated beneficiary survives the Participant, the executor or
administrator of the Participant's estate shall be deemed to be the
Participant's beneficiary.
l. Governing Law.
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Delaware without giving
effect to the conflict of laws principles thereof.