Exhibit (10)
OWENS CORNING
Corporate Incentive Plan Terms Applicable to Certain Executive
Officers
1. Application
Set forth below are the annual incentive plan terms applicable to
those employees of Owens-Corning Fiberglas Corporation (the
"Company") and its subsidiaries who are executive officers of the
Company and whose annual incentive compensation for any taxable
year of the Company commencing on or after January 1, 1995 the
Committee (as hereafter defined) anticipates would not be
deductible by the Company in whole or in part but for compliance
with section 162(m)(4)(C) of the Internal Revenue Code of 1986 as
amended ("162(m) Covered Employee"), including members of the
Board of Directors who are such employees. Such terms are
hereafter referred to as the "Plan" or "Corporate Incentive
Plan".
2. Eligibility
All 162(m) Covered Employees shall be eligible to be selected to
participate in this Corporate Incentive Plan. The Committee shall
select the 162(m) Covered Employees who shall participate in this
Plan in any year no later than 90 days after the commencement of
the year (or no later than such earlier or later date as may be
the applicable deadline for the compensation payable to such 162(m)
Covered Employee for such year hereunder to qualify as
"performance-based" under section 162(m)(4)(C) of the Internal
Revenue Code of 1986 as amended (the "Code")). Selection to
participate in this Plan in any year does not require the
Committee to, or imply that the Committee will, select the
same person to participate in the Plan in any subsequent year.
3. Administration
The Plan shall be administered by the Compensation Committee of
the Board of Directors (the "Board"), or by another committee
appointed by the Board consisting of not less than two (2)
Directors who are not Employees (the "Committee"). The Committee
shall be comprised exclusively of Directors who are not Employees
and who are "outside directors" within the meaning of Section
162(m)(4)(C) of the Code. The Committee shall, subject to the
provisions herein, select employees to participate herein;
establish and administer the performance goals and the award
opportunities applicable to each participant and certify whether
the goals have been attained; construe and interpret the Plan and
any agreement or instrument entered into under the Plan;
establish, amend, or waive rules and regulations for the Plan's
administration; and make all other determinations which may be
necessary or advisable for the administration of the Plan. Any
determination by the Committee pursuant to the Plan shall be
final, binding and conclusive on all employees and participants
and anyone claiming under or through any of them.
4. Establishment of Performance Goals and Award Opportunities
No later than 90 days after the commencement of each year
commencing on or after January 1, 1995 (or than such earlier or
later date as may be the applicable deadline for compensation payable
hereunder for such year to qualify as "performance-based" under
section 162(m)(4)(C) of the Code), the Committee shall establish
in writing the method for computing the amount of compensation
which will be payable under the Plan to each participant in the
Plan for such year if the performance goals established by the
Committee for such year are attained in whole or in part and if
the participant's employment by the Company, its subsidiaries and
affiliates continues without interruption during that year. Such
method shall be stated in terms of an objective formula or
standard that precludes discretion to increase the amount of the
award that would otherwise be due upon attainment of the goals.
No provision hereof is intended to preclude the Committee from exercising
negative discretion with respect to any award hereunder, within the
meaning of the Treasury regulations under Code section 162(m).
No later than 90 days after the commencement of each year commencing
on or after January 1, 1995 (or than such earlier or later date as may
be the applicable deadline for compensation payable hereunder for such
year to qualify as "performance-based" under section 162(m)(4)(C) of
the Code), the Committee shall establish in writing the performance goals
for such year, which shall be based on any of the following performance
criteria, either alone or in any combination, and on either a consolidated
or business unit level, as the Committee may determine: sales, net asset
turnover, earnings per share, cash flow, cash flow from operations,
operating profit, net income, operating margin, net income margin, return
on net assets, return on total assets, return on common equity, return on
total capital, and total shareholder return. The foregoing criteria shall
have any reasonable definitions that the Committee may specify, which
may include or exclude any or all of the following items as the
Committee may specify: extraordinary, unusual or non-recurring items;
effects of accounting changes; effects of currency fluctuations; effects
of financing activities (e.g., effect on earnings per share of issuance
of convertible debt securities); expenses for restructuring or
productivity initiatives; other non-operating items; spending for
acquisitions; effects of divestitures; and effects of asbestos activities
and settlements. Any such performance criterion or combination of such
criteria may apply to the participant's award opportunity in its
entirety or to any designated portion or portions of the award
opportunity, as the Committee may specify. Unless the Committee
determines otherwise at any time prior to payment of a participant's
award hereunder for any year, extraordinary items, such as capital
gains and losses, which affect any performance criterion applicable
to the award (including but not limited to the criterion of net income)
shall be excluded or included in determining the extent to which the
corresponding performance goal has been achieved, whichever will produce
the higher award.
5. Maximum Award
The maximum dollar amount that may be paid to any participant
under the Plan for any year is equal to the excess of (a) an
amount equal to 200% of the participant's annual rate of salary at the
time the performance goal is established by the Committee for such
year or, if later, on January 1 of such year, over (b) the amount of
any annual incentive compensation to which the participant is
contractually entitled for such year pursuant to any employment
agreement with the Company.
6. Attainment of Performance Goals Required
Awards shall be paid under this Plan for any year solely on
account of the attainment of the performance goals established by
the Committee with respect to such year, within the meaning of
applicable Treasury regulations. Awards shall also be
contingent on continued employment by the Company, its
subsidiaries and affiliates during such year. The only
exceptions to these rules apply in the event of termination of
employment by reason of death or Disability, or in the event of a
Change of Control of the Company (as such terms are defined in the
Company's Stock Performance Incentive Plan as amended on June 15,
1995 ("SPIP")), during such year, in which case the following
provisions shall apply. In the event of termination of employment
by reason of death or Disability during a Plan year, an award shall
be payable under this Plan to the participant or the participant's
estate for such year, which shall be adjusted, pro-rata, for the
period of time during the Plan year the participant actually worked.
In the event of a Change of Control during a Plan year and prior
to any termination of employment, incentive awards shall be paid
under the Plan at the higher of (a) one half of participating
salary for such year (as determined by the Committee), or (b)
projected performance for the year, determined at the time the
Change of Control occurs. An additional exception shall apply in
the event of termination of employment by reason of Retirement
(as defined in the SPIP) during a Plan year, but only if and to
the extent it will not prevent any award payable hereunder
(other than an award payable in the event of death, Disability,
Change of Control or Retirement) from qualifying as
"performance-based compensation" under section 162(m)(4)(C) of
the Code. Subject to the preceding sentence, in the event of
termination of employment by reason of Retirement during a Plan
year an award may but need not (as the Committee may determine)
be payable under this Plan to the participant, which shall be
adjusted, pro-rata, for the period of time during the Plan year
the participant actually worked. A participant whose employment
terminates prior to the end of a Plan year for any reason not
excepted above shall not be entitled to any award under the Plan
for that year.
7. Shareholder Approval and Committee Certification
Contingencies; Payment of Awards
Payment of any awards under this Plan shall be contingent upon
shareholder approval, prior to payment, of the material terms of
the performance goals under which the awards are to be paid, in
accordance with applicable Treasury regulations under Code
section 162(m). Unless and until such shareholder approval is
obtained, no award shall be paid pursuant to this Plan. Subject
to the provisions of paragraph 6 above relating to death, Disability,
Change of Control and Retirement, payment of any award under this
Plan shall also be contingent upon the Compensation Committee's
certifying in writing that the performance goals and any other
material terms applicable to such award were in fact satisfied,
in accordance with applicable Treasury regulations under Code
section 162(m). Unless and until the Committee so certifies,
such award shall not be paid. Unless the Committee provides
otherwise, (a) earned awards shall be paid promptly following
such certification, and (b) such payment shall be made in cash
(subject to any payroll tax withholding the Company may determine
applies). Any amount payable to a participant hereunder shall be
in addition to any annual incentive compensation to which the
participant may be contractually entitled for such year pursuant
to an employment agreement with the Company, unless such
employment agreement provides otherwise.
8. Amendment or Termination
The Committee may amend, modify or terminate this Plan at any
time, provided that a termination or modification shall only
become effective 30 days after written notice thereof is given to
each participant. Each participant shall be eligible to receive
the incentive compensation to which the participant would have
been otherwise entitled but for such termination or modification,
pro-rata for the period of the Plan year prior to the termination
or modification.
9. Interpretation and Construction
Any provision of this Plan to the contrary notwithstanding, (a)
awards under this Plan are intended to qualify as performance-
based compensation under Code Section 162(m)(4)(C), and (b) any
provision of the Plan that would prevent an award under the Plan
from so qualifying shall be administered, interpreted and
construed to carry out such intention and any provision that
cannot be so administered, interpreted and construed shall to
that extent be disregarded. No provision of the Plan, nor the
selection of any eligible employee to participate in the Plan,
shall constitute an employment agreement or affect the duration
of any participant's employment, which shall remain "employment
at will" unless an employment agreement between the Company and
the participant provides otherwise. Both the participant and the
Company shall remain free to terminate employment at any time to
the same extent as if the Plan had not been adopted.
10. Governing Law
The terms of this Plan shall be governed by the laws of the State
of Delaware, without reference to the conflicts of laws
principles of that state.