BANTA CORPORATION
ECONOMIC PROFIT (EP)
INCENTIVE COMPENSATION PLAN
(As Amended and Restated Effective January 1, 2002)
ARTICLE I
Statement of Purpose
1.1 The purpose of the Banta Corporation (the "Company") Economic Profit
("EP") Incentive Compensation Plan (the "Plan") is to provide an
incentive compensation system which promotes and rewards the maximization
of shareholder value over the long term. The Plan is designed to create a
focus for all participants to achieve the key financial and strategic
objectives which drive shareholder value creation. The Plan aims to
provide a fair and meaningful reward for achieving or surpassing
shareholder value creation goals by directly linking incentive
compensation to EP and, thereby, reward management for creating value.
1.2 There are three different performance measures of value creation, EPS,
OE, and EP. EPS is the fully diluted earnings per average share of common
stock of the Company for the applicable year. OE is used for Participants
affiliated with a specific business unit and is the operating earnings of
such unit. EP is the performance measure of value creation. EP reflects
the benefits and costs of capital employment. Managers create value when
they employ capital in an endeavor that generates a return that exceeds
the cost of the capital employed. By imputing the cost of capital upon
the operating profits generated by the Company or other designated
operating unit, EP measures the total value created by management.
EP = (Net Operating Profit After Tax - Capital Charge)
1.3 Each Plan Participant has a prescribed Target Bonus which is composed of
several components. For Participants who are not affiliated with a
specific business unit, there are three Target Bonus components: (i) a
component based on the Company's EP results, (ii) a component based on
the Company's EPS results, and (iii) if added by the Committee for the
Participant, a discretionary component based on such other criteria as
the Committee may adopt. For Participants affiliated with a specific
business unit, there are five Target Bonus components: (i) a component
based on the Company's EP results, (ii) a component based on the
Company's EPS results, (iii) a component based on the EP results of the
particular unit with which the Participant is affiliated, (iv) a
component based on the OE results of the particular unit with which the
Participant is affiliated, and (v) if added by the Committee for the
Participant, a discretionary component based on
1
such other criteria as the Committee may adopt. Bonuses that fall within
a prespecified range will be fully paid out. Bonuses falling outside this
range are banked in the Participant's Bonus Bank for possible payout in
future years.
1.4 The Plan will be administered on a fiscal year basis under the direction
and control of the Compensation Committee of the Banta Corporation Board
of Directors (the "Committee"). At a meeting of the Committee during the
first quarter of each year the Committee will review and approve the list
of Plan Participants for such year along with their respective Target
Bonus Percentages and respective splits between Target Corporate EP Bonus
and Target Unit EP Bonus. In addition, the Committee will annually review
and approve the Cost of Capital and the applicable targets and factors
for EP, EPS and OE.
ARTICLE II
Definition of EP and the Components of EP
2.1 "Capital" means the net investment employed in the operations of the
Value Center. The components of Capital are as follows:
Shareholders Equity
Plus: Advances from (to) Corporate
Plus: Collected cash overdrafts (balances)
Plus: Long-term debt (including current portion) and short-term
debt
Plus: Deferred taxes (net of future tax benefit)
Plus: Accrued (prepaid) income taxes
Plus: LIFO Reserve
Plus: Goodwill and non-competes recorded on Corporate books
(applies to Unit calculations only)
Plus: Cumulative goodwill and non-compete amortization
Plus: Acquisition earnouts paid
Plus: Capitalized leases
Plus: Non-cash accruals
Plus: Negative EP on acquisitions and/or major R&D projects
approved by the Chief Executive Officer
Plus/Less: Other capital items as determined by management and
approved by the Committee
Less: Non-operating Cash
---- ------------------
Equals: Capital
Each component of Capital will be measured by computing an average balance based
on the ending period balance for each period the Value Center closes their books
within the year.
2
2.2 "Cost of Capital" will be estimated at the beginning of each year based
on the weighted average of the after-tax cost of debt and equity for the
year in question for the entire Company. Calculations will be carried to
one decimal point.
2.3 "Capital Charge" means the deemed opportunity cost of employing Capital
in the Value Center. The Capital Charge is computed as follows:
Capital Charge = Capital x Cost of Capital
2.4 "Net Operating Profit After Tax" or "NOPAT"
"NOPAT" means the after-tax earnings attributable to the capital employed
in the Value Center for the year in question. The components of NOPAT are
as follows:
Operating Earnings Before Income Taxes
Plus: Miscellaneous income (excluding interest income)
Plus: Current LIFO expense
Plus: Change in non-cash accruals
Plus: Capitalized lease adjustment
Plus: Non-compete amortization
Plus: Goodwill amortization
Plus: Acquisition earnouts expensed
Plus: R&D expense
Plus: R&D amortization
Plus/Less: Other items as determined by management and approved by
the Committee
Less: Income Taxes
---- ------------
Equals: Net Operating Profit After Tax
Gains and losses on the sale of assets, gains and losses on the
disposition of businesses and/or business segments, restructuring charges
and other large non-recurring gains and losses will be excluded from
NOPAT unless the Committee determines that a specific item should be
included.
2.5 "Economic Profit" or "EP" means the NOPAT that remains after subtracting
the Capital Charge, expressed as follows:
NOPAT
Less: Capital Charge
---- --------------
Equals: EP
EP may be positive or negative.
3
2.6 "Value Center" means any unit of operations of the Company, including the
Company as a whole, as determined by management and approved by the
Committee for the purpose of this Plan.
2.7 Operations acquired will be excluded from the EP computations for the
first 12 months after acquisition, unless the Committee approves earlier,
or later, inclusion based on the facts related to a specific acquisition.
ARTICLE III
Definition and Computation of Target Bonus
3.1 "Actual EP" means the EP as calculated for the Value Center for the year
in question.
3.2 "Target EP" means the level of EP that is expected in order for a
Participant of the Value Center to receive one hundred percent (100%) of
the Target Bonus attributable to the EP component calculated for that
Value Center as determined for the year by the Committee.
3.3 "Target Bonus" means the "Target Bonus Percentage" times a Participant's
Base Pay actually paid for the year (see article VII for calculations
related to a change in a Participant's employment status).
3.4 "Target Bonus Percentage" is determined annually for each Participant by
his/her salary grade.
3.5 "Base Pay" means the Participant's base rate of salary excluding bonuses
and other benefits or forms of compensation.
3.6 "Actual EPS Bonus" means the bonus earned by a Participant based on EPS
results for the applicable year and the schedule of positive and negative
percentages of the Target Bonus attributable to the EPS results as
determined by the Committee.
3.7 "Actual OE Bonus" means the bonus earned by a Participant affiliated with
a specific business unit based on OE results for the Value Center for the
applicable year and the schedule of positive and negative percentages of
the Target Bonus attributable to the OE results as determined by the
Committee.
ARTICLE IV
Definition and Computation of Actual Bonus
4.1 Each Participant shall have his/her Target Bonus subdivided into
component targets. Participants who are not affiliated with a specific
business unit will have at least two
4
component targets (i.e., the Target Corporate EP Bonus and a target based
on EPS) and possibly a third target based on individual criteria
determined by the Committee. Participants affiliated with a specific
business unit will have at least four component targets (i.e., the Target
Corporate EP Bonus, the Target Unit EP Bonus, and targets based on EPS
and OE) and possibly a fifth target based on individual criteria provided
by the Committee. Unless otherwise specifically provided by the
Committee, (i) for a Participant who is not affiliated with a specific
business unit, the Target Bonus will be split fifty-fifty between the two
basic components and (ii) for a Participant who is affiliated with a
specific business unit, the Target Bonus will be split twelve and
one-half percent (12.5%) for each of the Target Corporate EP Bonus and
the EPS target and thirty-seven and one-half percent (37.5%) for each of
the Target Unit EP Bonus and the OE target.
4.2 "Target Corporate EP Bonus" means the percentage of the Target Bonus
which is based on total Company EP results.
4.3 "Target Unit EP Bonus" means the percentage of the Target Bonus which is
based on the EP results of the unit with which a Participant is
affiliated.
4.4 The split between Target Corporate EP Bonus and Target Unit EP Bonus is
determined annually for each Participant.
4.5 "Actual Corporate EP Bonus" means the bonus earned by a Participant based
on total Company EP results and is calculated by multiplying the Target
Corporate EP Bonus by a percentage which is determined as follows:
[Actual EP - Target EP] + 1
-----------------------
[Bonus Table Generator]
4.6 "Actual Unit EP Bonus" means the bonus earned by a Participant based on
the EP results of the unit with which the Participant is affiliated and
is calculated by multiplying the Target Unit EP Bonus by a percentage,
with such percentage also determined as in Section 4.5.
4.7 "Bonus Table Generator" is the annually determined negative (positive)
deviation from Target EP necessary before a zero (two times Target) bonus
is earned.
4.8 "Combined Bonus" is the sum of the Actual Corporate EP Bonus, Actual Unit
EP Bonus, Actual EPS Bonus, Actual OE Bonus, and the bonus applicable to
any discretionary criteria applied by the Committee, as applicable for
the Participant. The Combined Bonus will be capped at three hundred
percent (300%) of Target Bonus for each Participant such that any amounts
above three hundred percent (300%) of a Participant's Target Bonus will
be ignored for any calculation and other purpose of this Plan. The
minimum Combined Bonus for each Participant will be zero such than any
negative amount will be ignored for any calculation and other purpose of
this Plan.
5
ARTICLE V
Description of Bonus Banks
5.1 Establishment of a Bonus Bank. To encourage a long-term commitment by
Participants to the Company, all exceptional Combined Bonus amounts shall
be credited to "at risk" accounts (Bonus Banks), with the level of future
payout contingent on continued employment as provided herein.
5.2 "Bonus Bank" means, with respect to each Participant, a bookkeeping
record of an account to which amounts are credited from time to time
under the Plan and from which bonus payments to such Participants are
debited.
5.3 "Bank Balance" means, with respect to each Participant, a bookkeeping
record of the net balance of the amounts credited to such Participant's
Bonus Bank. A Participant's Bank Balance shall initially be equal to
zero.
5.4 Payout Rules:
(A) If there is no balance in the Bonus Bank carried over from the
prior year:
(1) Pay out the Combined Bonus up to 200% of Target Bonus.
(2) Add any portion of the Combined Bonus over 200% of Target
Bonus to the Bonus Bank. The banked amount will be paid out
in three equal installments beginning with a payment at the
time that bonuses would be paid for the subsequent year.
(3) Carry forward any Bonus Bank amounts.
(B) If there is a Bonus Bank balance carried over from the prior year:
(1) Pay out the Combined Bonus up to 200% of Target Bonus.
(2) Add any portion of the Combined Bonus over 200% of Target
Bonus to the Bonus Bank. The newly banked amount will be
paid out in three equal installments beginning with a
payment at the time that bonuses would be paid for the
subsequent year.
(3) Pay out any scheduled installments from prior years
applicable to the current year.
(4) Carry forward any Bonus Bank balances.
5.5 Payment of Awards. All amounts payable to Participants shall be paid in
cash within 30 days following approval of the calculations by the
Committee.
6
ARTICLE VI
Deferred Payment
6.1 Deferrals. A Participant may elect in advance to defer payment of all or
any portion of the payments he/she would otherwise receive pursuant to
Sections 5.4 and 5.5. No bonus amount otherwise payable in a year shall
be deferred for any year unless the Company shall have received a written
notice from the Participant not later than December 31 of the second
preceding year specifying the portion of the award which is to be
deferred. By way of example, an election to defer any 1998 awards (which
would otherwise be paid in early 1999) must be received by December 31,
1997. Any such deferral election shall be irrevocable.
6.2 Deferral Accounts. All amounts so deferred will be credited, as of the
dates otherwise payable, to an account created on the Company's books for
the Participant. Amounts standing to a Participant's credit in the
account shall be paid to the Participant or his designated beneficiary or
estate: (1) over a period of not more than fifteen years following
termination of the Participant's employment by reason of death,
disability or normal or early retirement as permitted by the Company's
Retirement Plan; and (2) over a period of not more than three years
following termination of a Participant's employment for any other reason,
in either case at such times and in such installments as shall be
determined in the sole discretion of the Committee.
6.3 Interest. Until such time as all amounts in the account are paid in full,
a credit in lieu of interest shall be made to the account on December 31
of each year (or on the date of the final installment payment from the
account, as the case may be) in an amount equal to interest on the
balance from time to time outstanding in the account during the year at a
rate equal to the average prime rate of interest less one percentage
point. For purposes of this section the "average prime rate of interest"
in effect during the applicable period shall be computed by multiplying
each prime rate of interest in effect at the Firstar Bank of Milwaukee
during such period by the number of days each such rate was so in effect,
and by dividing the total number so obtained by the total number of days
in such period.
ARTICLE VII
Plan Participation, Transfers and Terminations
7.1 Participant. "Participant" shall mean an employee employed on a regular
full-time or part-time basis by the Company and who has been recommended
by the Chief Executive Officer to be eligible to participate in the Plan
and approved by the Committee. In order to be eligible for a Combined
Bonus for a year, the Participant must be designated as such pursuant to
Section 1.4. A person shall remain a Participant for other purposes of
the Plan as long as he/she has a Bonus Bank balance or a deferred
balance.
7
7.2 New Participants. The percentage (%) of award to which a Participant is
entitled in the first year of his/her participation in the Plan is
prorated at a rate of 1/12 for each complete month from the date of
participation.
7.3 Changing Position Level/Promotions. The Target Bonus of a Participant who
has changed position level or has been promoted during a given year and
such position change or promotion necessitates a change in the
Participant's Target Bonus Percentage will be prorated at a rate of 1/12
for each complete month commencing with the event generating the change
and based on his/her Base Pay in each position. Plan Participants who
transfer between business units during a year will have their Target
Bonuses and unit participation reviewed and approved by the Committee
based on the specific circumstances of each situation.
7.4 Retirement, Disability, Involuntary Termination Without Cause or Death. A
Participant who retires under the terms of the Company's Retirement Plan,
or suffers a "disability", as such term is defined in the Company's
long-term disability benefits program and is not reasonably expected by
management to return to work, or is involuntarily terminated without
cause or who dies shall be eligible to receive the balance of his/her
Bonus Bank as of the end of the year pursuant to Section 5.5 after taking
into account the actual bonus value for the said year. The actual bonus
value for the said year shall be equal to zero dollars ($0) if the
Participant has not completed six full months of employment with the
Company during the year. Otherwise, the percentage of award for the said
year to which a Participant is entitled shall be prorated at a rate of
1/12 for each complete month of employment during the year.
7.5 Voluntary Termination. In the event that a Participant voluntarily
terminates employment with the Company on or before the end of the
applicable fiscal year, the right of the Participant to his/her Bank
Balance and/or any potential current year payout shall be forfeited.
7.6 Termination for Cause. "Cause" shall mean:
(1) misappropriation by the Participant of funds of the Company or any
of its subsidiaries;
(2) the Participant personally and secretly obtaining profits from
dealings with the Company or any of its subsidiaries;
(3) the Participant's unreasonable neglect of, or refusal to perform,
his/her duties or responsibilities; and
(4) conviction of a serious crime involving moral turpitude.
7.7 Payment and Breach of Agreement. Notwithstanding any other provision of
the Plan or any other agreement, in the event that a Participant shall
breach any noncompetition agreement with the Company or breach any
agreement with respect to the postemployment conduct of such Participant,
any remaining payment otherwise due to the Participant hereunder shall be
forfeited.
8
7.8 No Guarantee. Selection as a Participant is no guarantee that benefits
under the Plan will be earned or that selection as a Participant will be
made in any subsequent year.
ARTICLE VIII
General Provisions
8.1 Withholding of Taxes. The Company shall have the right to withhold the
amount of taxes, which in the determination of the Company, are required
to be withheld under law with respect to any amount due or paid under the
Plan.
8.2 Expenses. All expenses and costs in connection with the adoption and
administration of the Plan shall be borne by the Company.
8.3 No Prior Right or Offer. Except and until expressly granted pursuant to
the Plan, nothing in the Plan shall be deemed to give any employee any
contractual or other right to participate in the benefits of the Plan.
8.4 Rights Personal to Participant. Any rights provided to a Participant
under the Plan shall be personal to such Participant, shall not be
transferable (except by will or pursuant to the laws of descent or
distribution), and shall be exercisable, during his/her lifetime, only by
such Participant.
8.5 Distribution of Bank Balances Upon Termination of the Plan. Upon
termination of the Plan, the Bank Balance of each Participant shall be
distributed as soon as practicable but in no event later than 90 days
from such event.
ARTICLE IX
Limitation
9.1 No Continued Employment. Nothing contained herein shall provide any
Participant with any right to continued employment or in any way abridge
the rights of the Company to determine the terms and conditions of
employment and whether to terminate employment of any Participant
9.2 No Vested Rights. Except as otherwise provided herein, no Participant or
other person shall have any claim of right (legal, equitable, or
otherwise) to any award, allocation, or distribution or any right, title,
or vested interest in any amounts in his/her Bonus Bank and no officer or
employee of the Company or any other person shall have any authority to
make representations or agreements to the contrary. No interest conferred
herein to a Participant shall be assignable or subject to claim by a
Participant's creditors. The right of the Participant to receive a
distribution hereunder shall be an unsecured claim against
9
the general assets of the Company, and the Participant shall have no
rights in or against any specific assets of the Company as the result of
participation hereunder.
9.3 Not Part of Other Benefits. The benefits provided in this Plan shall not
be deemed a part of any other benefit provided by the Company to its
employees. The Company assumes no obligation to Participants except as
specified herein. This is a complete statement, along with the Exhibits
attached hereto, of the terms and conditions of the Plan.
9.4 Other Plans. Nothing contained herein shall limit the Company or the
Committee's power to grant bonuses to employees of the Company, whether
or not Participants in this Plan.
9.5 Limitations. Neither the establishment of the Plan nor the grant of an
award hereunder shall be deemed to constitute an express or implied
contract of employment for any period of time or in any way abridge the
rights of the Company to determine the terms and conditions of employment
or to terminate the employment of any Participant with or without cause
at any time.
9.6 Unfunded Plan. This Plan is unfunded. Nothing herein shall create or be
construed to create a trust of any kind, or a fiduciary relationship
between the Company and any Participant.
ARTICLE X
Authority
10.1 Committee Authority. Except as otherwise expressly provided herein, full
power and authority to interpret and administer this Plan shall be vested
in the Committee. The Committee may from time to time make such decisions
and adopt such rules and regulations for implementing the Plan as it
deems appropriate for any Participant under the Plan. Any decision taken
by the Committee arising out of or in connection with the construction,
administration, interpretation and effect of the Plan shall be final,
conclusive and binding upon all participants and any person claiming
under or through them.
10.2 Board of Directors Authority. The Board shall be ultimately responsible
for administration of the Plan. The Board or the Committee, as
appropriate, shall work with the Chief Executive Officer of the Company
in all aspects of the administration of the Plan.
10
ARTICLE XI
Notice
11.1 Any notice to be given pursuant to the provisions of the Plan shall be in
writing and directed to the appropriate recipient thereof at his/her
business address or office location.
ARTICLE XII
Effective Date
12.1 This Plan was originally effective as of January 1, 1998. The effective
date of this restatement is January 1, 2002.
12.2 The Plan is intended to remain in force indefinitely beginning on the
first day of each fiscal year after the effective date hereof, unless the
Board of Directors, in its discretion, terminates it by resolution and
notifies the Participants.
ARTICLE XIII
Amendments
13.1 Amendment. This Plan may be amended or terminated at any time at the sole
discretion of the Board upon the recommendation of the Committee. The
annual activities of the Committee pursuant to the Plan are not Plan
amendments, including but not limited to the determinations pursuant to
Section 1.4.
13.2 Protected Benefits. Notwithstanding the foregoing, after the last day of
an applicable fiscal year, the Plan may not be amended or the
Participants revised such that the Participant receives less than the
amount payable by the Plan nor may an amendment reduce or eliminate any
previously banked amount under Article V prior to such amendment or
revision.
13.3 Notice. Notice of any amendment or termination shall be given promptly to
each Participant.
ARTICLE XIV
Applicable Law
14.1 This Plan shall be construed in accordance with the provisions of the
laws of the State of Wisconsin to the extent not preempted by Federal
law.
11