Exhibit (10)
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OWENS CORNING
Corporate Incentive Plan Terms Applicable to Key Employees Other
Than Certain Executive Officers
(As amended and restated, January 1, 1999)
1. Application
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Set forth below are the annual incentive plan terms applicable to
those employees of Owens Corning Corporation (the "Company"), its
subsidiaries and affiliates who, in the opinion of the Committee
(as hereafter defined), are key employees, 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
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All employees of the Company, its subsidiaries and affiliates
who, in the opinion of the Committee, are key employees,
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
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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 certify
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
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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 operating profit, net income, income from operations,
operating margin, net income margin, return on net assets, return
on total assets, return on common equity, return on total
capital, and shareholder value added, total shareholder return,
common stock price appreciation, total shareholder return
relative to a defined marketplace, receivables growth, debt to
equity ratios, earnings to fixed charges ratios, introduction of
new products and/or services, or developing and/or implementing
action plans or strategies. The foregoing criteria shall have
any reasonable definitions that the Committee may specify at the
time such criteria are adopted, 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. 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) and which are required to be taken into
account for purposes of Owens Corning's financial statements
under Generally Accepted Accounting Principles, shall be excluded
or included in determining the extent to which the corresponding
performance goal has been achieved so that the integrity and
intent of the performance goal are maintained.
5. Awards
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Participating employees' individual awards may vary as a
percentage of their Participating Salaries, based on both the
funding approved by the Committee and on the participant's
performance and contribution, as determined in the sole
discretion of the Company. Participating Salary is defined as
the product of the participant's total base salary paid during a
given Incentive Plan year, multiplied by the participant's
incentive pay percentage, at maximum funding. Aggregate awards
under the annually recurring 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
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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
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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
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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
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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
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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.