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EXHIBIT 10.10
WICOR, Inc.
Officers' Incentive Compensation Plan
1995
I. Objectives
The principal objectives of the Plan are:
A. To motivate and to provide incentive for key officers of WICOR to
achieve superior operating results for the benefit of both
customers and stockholders.
B. To assist in the retention of quality senior management.
C. To yield competitive total compensation levels when performance
goals are attained.
D. To document the basis of participation by plan participants in
subsidiary companies' incentive compensation plans, and to
provide supplemental WICOR incentive compensation as required to
achieve the above objectives.
II. Eligibility
Participation in the Plan is limited to designated WICOR
corporate officers and subsidiary unit heads. The Chief
Executive Officer will be responsible for recommending
eligibility changes to the Compensation Committee of the Board of
Directors of WICOR, Inc.
III. Amount of Potential Award
A. The minimum, target and maximum award opportunities for each
executive, as a percentage of base salary, are as follows:
Award as Percent of Salary
------------------------------
Position Minimum Target Maximum
-------------- --------- -------- ---------
CEO, WICOR 0% 50% 75.0%
Others 0% 40% 60.0%
B. Each executive's award will be determined based on a combination
of WICOR, subsidiary and individual performance, with specific
weights as follows:
Percentage
Of Award Determined By:
-----------------------------
WICOR Subsidi- Individ-
Perform- ary Per- ual Per-
Position ance formance formance
------------- -------- -------- --------
CEO, WICOR 75% 0% 25%
Subsidiary
Unit Head 25% 50% 25%
CFO, WICOR 75% 0% 25%
Determination of the WICOR performance and individual performance
portions of the award are described in Section IV of this
document. The Subsidiary performance portion is
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determined according to the Officer Incentive Compensation
Plan for that subsidiary.
IV. Performance Criteria and Objective Setting
A. Overall WICOR performance will be measured by earnings per share.
Threshold, Target and Maximum EPS performance levels, and
incentive awards corresponding to each performance level are as
follows:
Perform- Award As
Performance ance As % 1995 % Of Tar-
Level Of Target EPS get Award
---------------- --------- -------- ---------
Below Threshold < 85% < $2.00 0.0%
Threshold 85% $2.00 1.0%
Target 100% $2.34 - 100%
(budget)
Maximum or Above 120% or $2.81 or 150%
more more
For performance at levels between Threshold and Target or between
Target and Maximum, award calculations will be pro-rated on a
linear basis.
B. The individual component of total incentive compensation will be
determined by the WICOR Compensation Committee based on
recommendations from the CEO reflecting the individual's overall
performance as measured against previously identified and agreed
upon goals and objectives. The award may vary up to 150% of the
individual performance portion of the target award, and will be
determined and paid independently of Corporate financial perfor-
mance.
C. If the Compensation Committee of WICOR, Inc. determines that
corporate performance was inadequate, it may exercise discretion
to reduce or eliminate any or all bonus payments.
V. Performance Period
Company performance goals will be for the 1995 calendar year.
VI. Form and Timing of Award Payments
A. Awards will be determined and paid as soon as practicable after
the close of the Plan year.
B. At each participant's discretion and with the concurrence of the
Compensation Committee of WICOR, Inc., awards may be paid in one
of three ways:
1. Lump Sum
2. Partly in lump sum and the remainder in deferred annual
installments.
3. Completely in deferred annual installments.
C. The Company will offer a deferred payment option to those
officers who prefer not to receive their awards in current cash,
following these guidelines:
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1. Deferred incentive award payments will be carried as an
accrued liability with an interest rate (three-year
treasury bill rate) credited each year.
2. Deferred elections must be made prior to the end of the
performance period, and a definite time period for deferral
must be specified.
VII. Implementation
A. The effective date of the Plan is January 1, 1995.
VIII. Plan Administration
A. Compensation Committee
1. The Plan will be administered by the Compensation Committee
of the Board of Directors of WICOR, Inc.
2. The Committee's administration is subject to approval of
the Board of Directors of WICOR, Inc.
3. The decisions of the Board are final and binding on all
Plan participants.
4. The Board retains the right to terminate or amend the Plan
as it may deem advisable.
B. Partial Year Participation:
1. Participants must be employed by the Company on the last
day of the Plan year in order to receive a bonus for that
year. However, once earned, a bonus will be paid to a
participant regardless of whether he/she is employed by the
company on the date payment is made.
2. Awards for part year participants will be pro-rated based
on the proportion of the year that the participant was in
the Plan. This includes participants who terminate
employment due to death, disability or retirement.
3. Participants who terminate employment with the Company
prior to the last day of the Plan year shall forfeit all
rights to an incentive award payment under the Plan except
for terminations due to death, retirement or disability.
4. A participant is deemed to be disabled if he/she becomes
eligible for benefits under the Company's Long Term
Disability Plan.