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EXHIBIT 10-15
Sta-Rite Industries, Inc..
1997 Officer's Incentive Compensation Plan
I. Objectives
The principle objectives of the Plan are:
A. To motivate and to provide incentive for officers of Sta-Rite to
create economic value.
B. To ensure a focus on earning a return on capital in excess of the
cost of capital while also making a positive contribution to sales
growth.
C. To assist in the retention of quality senior management.
D. To yield competitive total compensation levels when performance goals
meet the cost of capital requirement.
II. Eligibility
Participation in the Plan is limited to designated officers of Sta-Rite
Industries, Inc. The Chief Executive Officer, WICOR, 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 (W-2 base salary calendar
earnings), are as follows:
Award as a percent of Salary
----------------------------
Position Minimum Target Maximum
- -------------------------- ------- ------ -------
President and CEO 0% 40% 87%
VP 0% 30% 65.25%
B. Each executive's award will be determined based on a combination of
Sta-Rite and individual performance, with Sta-Rite performance
accounting for 75% of the award and individual performance weighted
at 25%
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IV. Performance Criteria and Objective Setting
A. Financial Component (75% Weight)
1.) Overall Sta-Rite performance will be measured by Return on
Capital (ROC), which is defined as NOPAT (Net Operating Profit
After Tax) divided by Total Capital Employed (NOPAT and Total
Capital Employed are defined in Appendix I). Threshold, Target,
and Maximum ROC performance levels, and their corresponding
incentive awards are as follows:
1997 Return on Award as a
Performance Level Capital % of Target
- --------------------- ---------------- -------------
Below Threshold less than 7.5% 0%
Threshold 7.5% 1%
Target 9.8% 100%
Maximum or Above 12.7% 200%
* Sta-Rite Cost of Capital = 10.9%
For performance at levels between Threshold and Target or between Target
and Maximum, award calculations will be interpolated on a linear basis.
2.) ROC payouts will be further modified by performance against
Sales Growth (the modifier). As seen below, Sales growth
performance can modify the award by +/- 20%.
1997 Return on Award as a
Performance Level Growth % of Target
- ----------------- -------------- -----------
Threshold Less than or 80%
equal to 5%
Target 10% 100%
Maximum Greater than or 120%
equal to 15%
For performance at levels between Threshold and Target or between
Target and Maximum award calculations will be interpolated on a linear
basis.
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B. Discretionary/Individual Component (25% Weight)
The individual component of total incentive compensation will be based
on the individual's overall performance as measured against previously
identified and agreed upon goals and objectives. The award may vary
between 0% and 150% of the individual performance portion of the target
award, and will be determined and paid independently of Company
financial performance.
Combining the previously mentioned components yields the following
formula for determining annual incentive payouts:
Step 1 [ Base Salary x Eligible Target % ]
Multiplied by sum of step 2 and step 3
Step 2 [(ROC Award % x Sales Growth Modifier) x 75%]
Plus
Step 3 [Discretionary % x 25%]
Equals
Annual Incentive Award
C. The company intends to hold the proposed financial/operational
performance standards constant for at least three years, with annual
reviews to ensure reasonableness vis-a-vis external market conditions.
This is especially relevant with regard to the cost of capital, which is
the key determinant of performance levels for the ROC measure. The cost
of capital should be re-examined if there is a 100 basis point
increase/decrease in the 30-year Treasury bond rate. (For example,
based on the current rate of 7.0%, an increase in rates to 8.0% or more
or a decrease in rates to 6.0% or less would trigger a review of the
cost of capital.)
D. 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
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V. Performance
Company performance goals will be for the 1997 calendar year.
VI. Treatment of Acquisitions and Investments
A. Acquisitions
The capitalized value (NOPAT/Target's Cost of Capital) of the
acquired entity's last full year's NOPAT will be added to the capital base of
the acquiring business unit in the month of acquisition. The acquisition
premium (defined as the excess of the purchase price over the capitalized
value ) will be incorporated into the capital base at a rate of 20% per year
starting at the beginning of the first calendar year after the acquisition.
B. Investments
The entire value of investments of an operating nature (capital
expenditures) will be added to the capital base. However,
investments of a significant dollar amount, whose project life
extends beyond ten years, will be reviewed by management for
potential adjustments to the capital base (similar to the treatment
for acquisitions).
VII. 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:
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 June 30, 1997, and a
definite time period for deferral must be specified
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D. Additionally, if performance significantly exceeds the maximum
standard established, the Compensation Committee has the discretion
to provide an incentive payout in excess of the maximum allowable
payout. However, any exceptional performance which qualifies for
this award, must be a direct result of management efforts and not due
to external factors beyond management's control. Any awards in
excess of the maximum payout opportunity would be paid in WICOR
restricted stock which would vest ratably over five years. However,
if a participant terminates employment due to death, retirement, or
disability, any prior restricted stock awards made under this
provision would become immediately vested.
E. In the event the company's overall ROC is negatively impacted by the
inclusion of a newly acquired company's results, the compensation committee
has the discretion to make a supplemental incentive payment. The supplemental
payment will be considered if the acquired company is meeting the financial
projections established at the time of the acquisition and the officers of the
acquiring entity would have otherwise received a higher incentive payment had
it not been for the inclusion of the acquired entity's results. The purpose
of this supplemental incentive provision is to motivate officers to invest in
value building projects. The duration of the supplemental incentive period
will be no more than three years.
VIII. Implementation
A. The effective date of the Plan is January 1, 1997.
IX. 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
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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.
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Appendix 1
DEFINITION OF TERMS
Sta-Rite
NOPAT- Net operating profits after tax is calculated as follows:
Operating Income Per Financial Statements
Plus (minus) the change in specific equity equivalent adjustments:
Goodwill amortization
increase/(decrease) in LIFO reserve
increase/(decrease) in product liability reserve
increase/(decrease) in "operating" environmental reserve
increase/(decrease) in retiree health benefit liability
increase/(decrease) in deferred compensation
Book environmental provisions for abandoned facilities
Minus cash income tax expense.
Capital- An approximation of the economic book value of all cash invested in
going-concern business activities, capital is essentially a company's net
assets (total assets less non-interest-bearing current liabilities), but with
three adjustments:
1. Marketable securities are subtracted
2. The present value of non-capitalized leases is added to net property,
plant and equipment. (Adjustment determined immaterial for Sta-Rite
at this time. Adjustment will be monitored in the future for
potential inclusion should circumstances change)
3. Certain equity equivalent reserves are added to assets:
Cumulative amortization of Goodwill
LIFO reserve is added to inventories
Bad debt reserve is added to receivables (adjustment not made for
Sta-Rite due to immateriality. Adjustment will be monitored for
potential inclusion should it become material)
Sta-Rite's capital calculation for 1997 is:
Current assets (excluding marketable securities, if any)
Plus Net property, plant & equipment
Plus Goodwill
Plus Other assets
Plus Equity equivalent reserves:
Cumulative goodwill amortization
LIFO reserve
Minus Non-interest bearing current liabilities (incl. warranty reserve)
Measurement for all capital employed items is determined using a 13 month
rolling average
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