EXHIBIT 10.1
EXECUTIVE MANAGEMENT
- 2004 INTERIM PERFORMANCE AWARD -
DESCRIPTION: o The award is established and governed by the terms of
the Executive Annual Incentive Plan of American Medical
Security Group, Inc.
o Participants are members of the Executive Management Group.
o The purpose of the 2004 Interim Performance Award is to
encourage superior performance by executives by
awarding compensation to executives based on their
accomplishment of performance goals.
o The award applies to the 2004 Fiscal Year.
PERFORMACE
GOAL: o Compensation awarded will be based on the Company's
earnings before interest, taxes, depreciation and
amortization (EBITDA) performance for the 2004 Fiscal Year.
INCENTIVE
OPPORTUNITY o The award opportunity is based on competitive incentive
opportunities expressed as a percent of base salary, as
follows:
INCENTIVE
POSITION LEVEL OPPORTUNITY
President and CEO %
Executive Vice President %
Senior Vice President, Chief Marketing Officer %
Senior Vice President, General Counsel %
Vice President, Human Resources %
Vice President, Corporate Communications %
AWARD
LEVERAGE o The table below outlines the structure that will be used to
determine the percent of the Interim Performance Award
incentive opportunity earned:
EBITDA TOTAL IPA INCENTIVE
(ACTUAL VS. PLAN) OPPORTUNITY
(% OF IPA AWARD EARNED)
% %
% %
% %
AWARD
DETERMINATION o The Compensation Committee shall certify the amount of
the award eligible for payment, based on the attainment
of the applicable performance award described above, as
soon as practicable after the end of the 2004 Fiscal
Year.
AWARD
VESTING o Payment of incentive awards described above will
automatically be deferred through the end of calendar
year 2006. Payment of such deferred award shall be
contingent upon the participant's continued employment
with the company through December 31, 2006.
AWARD
PAYMENT o Incentive awards for Fiscal Year 2004 granted by the
Committee shall be paid in cash to each participant
remaining employed on December 31, 2006, as soon as
possible after December 31, 2006.
o The Committee may permit a participant to further defer
the receipt of cash awarded according to rules and
procedures it establishes for such deferrals.
TERMINATION OF
EMPLOYMENT o In the event of termination of employment by reason of
death or disability (as determined by the Committee)
following the determination of the award but prior to
payment of the award, the award shall become payable as
soon as practicable following such death or disability. In
the event of termination of employment by Retirement (as
defined in the Executive Annual Incentive Plan) following
the determination of the award but prior to payment of the
award, the Committee shall retain discretion over the
payment of any unpaid award. In the event of termination of
employment for any reason other than death, disability or
Retirement following the determination of the award but
prior to the payment of the award, the award payment shall
be forfeited.
CHANGE OF
CONTROL o In the event of a Change of Control (as defined in the
Change of Control Severance Benefit Plan) following the
determination of the award but prior to payment of the
award, the award shall become payable upon such Change of
Control and shall be paid within 30 days of such Change of
Control.
NOTES: o All references to base salary mean the incumbent's base salary as of
March 2, 2004.
o The impact of any change in the Company's accounting policies that
are required by a change in Generally Accepted Accounting
Principles after the goal is established are excluded from EBITDA.