Exhibit (10)
OWENS CORNING
Corporate Incentive Plan Terms Applicable to Key Employees Other
Than 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 in the opinion of the
Committee (as hereafter defined) are key employees of the Company
or a subsidiary, including members of the Board of Directors who
are such employees, but excluding any such employees 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 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"). Such terms are hereafter
referred to as the "Incentive Plan".
2. Eligibility
All employees of the Company and its subsidiaries who in the
opinion of the Committee are key employees of the Company or a
subsidiary, including members of the Board of Directors who are
such employees, but excluding 162(m) Covered Employees, shall be
eligible to be selected to participate in this Incentive Plan.
The Committee may select the eligible employees who shall
participate in this Incentive Plan in any year at any time before
or during such year. Selection to participate in this Incentive
Plan in any year does not require the Committee to, or imply that
the Committee will, select the same person to participate in the
Incentive 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"). To the extent
permitted by law, the Committee may delegate its administrative
authority with respect to the Incentive Plan and, in the event of
any such delegation of authority, the term "Committee" as used in
this Incentive Plan shall be deemed to refer to the Committee's
delegate as well as to the Committee. 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 determine
whether the goals have been attained; construe and interpret the
Incentive Plan and any agreement or instrument entered into under
the Incentive Plan; establish, amend, or waive rules and
regulations for the Incentive Plan's administration; and make all
other determinations which may be necessary or advisable for the
administration of the Incentive Plan. Any determination by the
Committee pursuant to the Incentive 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
At any time before or during each year, the Committee shall
establish the method for computing the amount of compensation
which will be payable under the Incentive Plan to each
participant in the Incentive 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. The Committee shall also establish
the performance goals for such year, which may 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, or such other
criteria as the Committee may select: 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 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. At any time prior to payment of an award
under this Incentive Plan, the Committee may determine whether
extraordinary items, such as capital gains and losses, which affect
any performance criterion applicable to such 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.
5. Maximum Awards
Aggregate awards under the Incentive Plan for any year may not
exceed 100% of the participating salaries of participants in the
Incentive Plan for such year, as determined by the Committee.
6. Employment Requirement
A participant's award under this Incentive Plan for any year
shall be contingent on continued employment by the Company, its
subsidiaries and affiliates during such year. The only
exceptions to this rule apply in the event of termination of
employment by reason of death, disability, retirement or job
elimination (all as determined by the Committee), or in the event
of a change of control of Owens-Corning (as determined by the
Committee), during such year, in which case the following
provisions shall apply. In the event of termination of
employment by reason of death, disability, retirement or job
elimination during a year (as determined by the Committee), an
award shall be payable under this Incentive 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
year the participant actually worked. In the event of a change
of control of Owens-Corning during a year and prior to any
termination of employment, incentive awards shall be paid under
the Incentive 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. A participant whose employment
terminates prior to the end of a year for any reason not excepted
above shall not be entitled to any award under the Incentive Plan
for that year.
7. Payment of Awards
Except as provided otherwise in this Incentive Plan or by the
Committee, payment of each award under this Incentive Plan for
any year shall be contingent upon a determination by the
Committee that the performance goals and employment conditions
applicable to such award have been satisfied. Unless and until
the Committee so determines, such award shall not be paid.
Unless the Committee provides otherwise, (a) earned awards shall
be paid promptly following such determination, and (b) such
payment shall be made in cash (subject to any payroll tax
withholding the Company may determine applies).
8. Amendment or Termination
The Committee may amend, modify or terminate this Incentive 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 year prior to the
termination or modification.
9. Interpretation and Construction
Any provision of this Incentive Plan to the contrary
notwithstanding, (a) no provision of this Incentive Plan shall
apply to any 162(m) Covered Employee, and (b) any provision of
this Incentive Plan that would prevent an award to any 162(m)
Covered Employee under any plan or arrangement other than this
Incentive Plan from qualifying as performance-based compensation
under Code Section 162(m)(4)(C) shall be administered, interpreted and
construed to enable such award to so qualify and any provision
that cannot be so administered, interpreted and construed shall
to that extent be disregarded. No provision of the Incentive
Plan, nor the selection of any eligible employee to participate
in the Incentive 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 Incentive
Plan had not been adopted.
10. Governing Law
The terms of this Incentive Plan shall be governed by the laws of
the State of Delaware, without reference to the conflicts of laws
principles of that state.