Exhibit No.
Description of Exhibit
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3.1 Certificate of Elimination of Series B Preferred Stock and Series D Preferred Stock of
Berg Electronics Corp., dated September 11, 1996.(3)
3.2 [Item intentionally omitted.]
3.3 Certificate of Incorporation of Berg Electronics Corp. f/k/a Berg Electronics Group,
Inc.; f/k/a Berg Electronics Holdings Corp.; f/k/a Berg CS Holdings, Inc., together with
amendments thereto.(1)
3.4 Certificate of Amendment to Certificate of Incorporation, dated February 29, 1996, of
Berg Electronics Corp.(2)
3.5 Bylaws of Berg Electronics Corp.(1)
10.1** Berg Electronics Corp. 1997 Senior Executive Incentive Compensation Plan.*
11.0 Computation of Net Earnings (Loss) Per Share.*
27.0 Financial Data Schedule.*
[FN]
(1) Filed previously as an exhibit to the Registration
Statement of Berg Electronics Corp. on Form S-1,
Registration No. 33-98240, and incorporated by
reference herein.
(2) Filed previously as an exhibit to the Berg
Electronics Corp. Form 10-K for the fiscal year
ended December 31, 1995, and incorporated by
reference herein.
(3) Filed previously as an exhibit to the Berg
Electronics Corp. Forms 10-Q and 10-Q/A for the
quarter ended March 31, 1997, and incorporated by
reference herein.
* Filed herewith.
** Indicates a management contract or compensatory
plan or arrangement.
EXHIBIT 10.1
BERG ELECTRONICS CORP.
SENIOR EXECUTIVE INCENTIVE COMPENSATION PLAN
SECTION I
Purpose
1.1 Purpose. The purposes of this Plan are to encourage
outstanding performances from the senior executives of Berg
Electronics Corp. (the "Corporation") to attract and retain
exceptional senior executives and to provide a direct
incentive to the Participants (as hereinafter defined) to
achieve the Corporation's strategic and financial goals.
SECTION 2
Administration
2.1 The Plan shall be administered by the Compensation and
Stock Option Committee of the Board of Directors of the
Corporation (the "Committee") consisting of not less than
two directors of the Corporation who shall be appointed by
the Board of Directors. No person shall serve as a member
of the Committee unless at the time of his appointment and
service he shall be an "outside director" for purposes of
Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code").
2.2 The Committee shall interpret the Plan, prescribe,
amend and rescind rules relating to the Plan (including
rules and procedures for establishing a performance goal in
accordance with the requirements of Section 162(m) of the
Code relating to performance-based compensation), select
eligible Participants, grant incentive awards thereto, and
take all other actions necessary for the administration of
the Plan, which actions shall be final and binding upon all
Participants.
SECTION 3
Participants
3.1 Participants. The Committee shall determine and
designate the senior executives who are eligible to receive
awards under the Plan ("Participants"). Directors of the
Corporation who are full-time executives of the Corporation
may be eligible to participate in the Plan. The Committee
shall designate Participants from among the group of
individuals who hold the following positions within the
Corporation:
Chairman
Vice Chairman
Chief Executive Officer (if different from the Chairman)
President
Chief Operating Officer (if different from the
President)
Chief Financial Officer
Chief Accounting Officer
Senior Vice Presidents
Secretary/General Counsel
Executive Vice Presidents
Vice Presidents
SECTION 4
Performance Goal
4.1 Performance Period. The term "Performance Period" as
used in this Plan shall mean the period of twelve
consecutive months beginning on January 1 and ending on
December 31.
4.2 Performance Goal:
(A) The Committee shall establish performance
goals applicable to a particular Performance Period in
writing within 90 days of the commencement of a relevant
Performance Period, provided, however, that such goals may
be established after the commencement of the Performance
Period but while the outcome of the performance goals are
substantially uncertain.
(B) The performance goal applicable to a
Performance Period shall be earnings per share.
(C) The Committee shall determine the target level
of performance that must be achieved in order for
performance goals to be treated as attained.
SECTION 5
Individual Awards
5.1 Performance Goal Certification. The Committee shall
make an award to a Participant only in the event the
Committee certifies in writing prior to payment of the award
that the performance goal under which the award is to be
paid has been attained. Under no circumstances shall an
award by payable under this Plan if the performance goal for
a particular Performance Period is not obtained.
5.2 Unsatisfactory Performances. A Participant's
performance must be satisfactory, regardless of Corporation
performance, before he/she may be granted an incentive award.
5.3 New Employee, or Retirement, Permanent Disability,
Death, or Termination of Employment. In the event the
performance goal for a Performance Period is attained, the
Committee, in its discretion, may grant all or such portion
of an incentive award for the year as it deems advisable to
a Participant (or his Beneficiary in the case of his death)
who is employed or who is promoted to a senior executive
position covered by this Plan during the year, or whose
employment is terminated during the Performance Period
because of his retirement, death, resignation or discharge,
or who suffers a permanent disability.
5.4 Maximum Award. In no event may any incentive award
with respect to a particular Performance Period exceed 200%
of a Participant's base earnings during such Performance
Period.
SECTION 6
Payment of Incentive Awards
6.1 Immediate Payment. Each Participant shall be paid the
entire amount of the incentive award in cash as soon as
practicable following the grant of the award by the
Committee.
SECTION 7
Plan Administration
7.1 Beneficiary. The term "Beneficiary" shall mean the
person or persons to whom payments are to be paid pursuant
to the terms of the Plan in the event of the Participant's
death. The designation shall be on a form provided by the
Committee, executed by the Participant, and delivered to the
Committee. A Participant may change his beneficiary
designation at any time.
7.2 Permanent Disability. For purposes of the Plan, a
permanent disability shall mean a disability which would
qualify a Participant to receive benefits under the Berg
Electronics Corp. Long-Term Disability Plan (after
satisfying the elimination period thereunder) as now or
hereafter in effect.
7.3 Withholding Taxes. All required federal, state and
local withholding shall be made from payments of incentive
award as required by law.
7.4 Non-Assignment. The right of a Participant or
Beneficiary to the payment of any incentive awards under the
Plan may not be assigned, transferred, pledged, or
encumbered nor shall such right or other interests be
subject to attachment, garnishment, execution or other legal
process.
7.5 No Right to Continued Employment. Nothing in the Plan
shall be construed to confer upon any Participant any right
to continue employment with the Corporation, nor interfere
in any way with the right of the Corporation or a subsidiary
to terminate the employment of such Participant at any time
without assigning any reason therefor.
7.6 Termination and Amendment. The Committee may from time
to time amend, suspend or terminate the Plan, in whole or in
part, including, but not limited to, any amendment necessary
to ensure that the Corporation may obtain any required
regulatory approvals, and if the Plan is suspended or
terminated, the Committee may reinstate any or all of its
provisions. No amendment, suspension or termination may
impair the right of a Participant or his designated
Beneficiary to receive the performance incentive award
accrued prior to the later of the date of adoption or the
effective date of such amendment, suspension or termination.
7.7 Applicable Law. The Plan shall be construed and
governed in accordance with the laws of the state of
Missouri.