2000
CLUBCORP COMPREHENSIVE COMPENSATION PLAN
Article I. Establishment and Purpose
1.1. Establishment. The Company adopts the following amended and restated
ClubCorp Comprehensive Compensation Plan (the "ClubCorp Plan"), effective
January 1, 2000. The ClubCorp Plan is composed of component plans for certain
employee groups, as appropriate, and as approved by the Board. Such component
plans are hereby adopted as appendices and made a part of this ClubCorp Plan.
1.2. Purpose. The purpose of this ClubCorp Plan is to support the critical
objectives of STAR Service by utilizing total compensation targets that allow
for revenue sharing, recognize levels of responsibility within the organization,
consider external competitive factors and measure the caliber of performance as
compared to pre-established and mutually agreed upon criteria.
1.3. Objectives. The Company is committed to providing competitive
compensation, based on comparisons of relevant jobs and job markets, internal
equity considerations, benefits, privileges and perquisites.
Article II. Definitions
2.1. Definitions. The following terms where capitalized shall have the
meanings set forth below.
(a) "Affiliate" means a partnership, LLC, subsidiary or other entity owned
in part, directly or indirectly, by the Company that is designated as an
Employer by the Company.
(b) "Award Date" means the first day of the Award Period following the Award
Period to which the Award relates.
(c) "Award Period" means the time flame that is being measured for purposes
of Award determination.
(d) "Board" means the Board of Directors of the Company.
(e) "Cash Award" means the portion of compensation paid pursuant to this
ClubCorp Plan which is payable in cash.
(f) "Cash Flow Report" means the report that is prepared at the end of each
accounting period showing current and year to date revenues and expenses.
(g) "ClubCorp" means ClubCorp Inc.
(h) "ClubCorp Plan" means this document, and all appendices, as amended from
time to time by the Committee or the Company, and which supersedes all prior
compensation plans.
(i) "Committee" means the committee, appointed pursuant to Section 5.1,
which shall administer this ClubCorp Plan in accordance with Article V hereof.
(j) "Common Stock" means the common stock of ClubCorp authorized prior to or
after the effective date of the ClubCorp Plan, or any class into which such
common stock may hereafter be changed.
(k) "Company" means ClubCorp.
(1) "Disability" means a physical or mental condition of a Participant that
results in the Participant's eligibility for long-term disability benefits under
the Company or an Employer's then existing long-term disability plan.
(m) "Earned Compensation Scale" means the scale which defines the percentage
of Total Potential Compensation an eligible Participant could earn pursuant to
the guidelines set forth in the applicable appendices to this ClubCorp Plan.
(n) "Earned Variable Compensation" means the difference between the Total
Earned Compensation and the total Fixed paid to an eligible Participant pursuant
to the applicable appendix of the ClubCorp Plan.
(o) "Employer" means each Affiliate who is designated by the Committee as an
Employer under this plan.
(p) "Fixed" means the fixed portion of Total Potential Compensation that is
payable in cash each payroll period to an eligible Participant pursuant to the
procedure set forth in the applicable appendices to the ClubCorp Plan.
(q) "GOMD" means the Total Operating Revenue minus Total Operating Expenses
plus net membership deposits as reflected on the Cash Flow Report.
(r) "Participant" means an employee of the Company or one of the Affiliates
who is designated by the Committee to become a Participant in the ClubCorp Plan.
(s) "Restricted Stock" means Common Stock awarded to the Participant under
this ClubCorp Plan, which is subject to certain restrictions as described in
Section 4 hereof.
(t) "Retirement" means a termination of employment which is treated as
normal or early retirement pursuant to any qualified pension plan maintained by
the Company or an Employer.
(u) "Share Value" means the fair market value of one share of Common Stock
determined by the Company using a formula based on certain financial measures.
(v) "Stock Award" means the portion of compensation payable in Restricted
Stock pursuant to the ClubCorp Plan.
(w) "Termination for Cause" is defined as termination of employment related
to violation of a policy or policies of the Company or any Employer, where
stated such violation may be grounds for termination.
(x) "Total Earned Compensation" is defined as the Total Potential
Compensation amount multiplied by the Total Percentage Earned Compensation, or
as otherwise defined in an appendix to the ClubCorp Plan.
(y) "Total Operating Expenses" means the total operating expenses of the
Company as defined in the Cash Flow Report.
(z) "Total Operating Revenue" means the total operating revenue of the
Company as defined in the Cash Flow Report.
(aa) "Total Percentage Earned" means the percentage of Total Potential
Compensation that an eligible Participant earns, as determined on the Earned
Compensation Scale in accordance with the applicable appendix to the ClubCorp
Plan.
(bb) "Total Potential Compensation" is the target total compensation payable
to an eligible Participant for the year in question to be calculated as set
forth in the applicable appendix to this ClubCorp Plan, as may be amended from
time to time.
(cc) "Variable Compensation" means the difference between the Total
Potential Compensation and the total Fixed paid to an eligible Participant, in
accordance with the applicable appendix to the ClubCorp Plan.
(dd) "Willful Resignation" is defined as a resignation initiated by the
employee other than termination due to death or Disability.
2.2. Gender and Number. Except when otherwise indicated by the context, any
masculine terminology when used in the ClubCorp Plan, or any appendix, shall
also include the feminine gender and the neuter gender, and the definition of
any term in the singular shall also include the plural.
Article III. Participation
3.1. Participation. Participation in this ClubCorp Plan shall be limited to
those employees of the Company or an Employer who are designated as Participants
for a given calendar year by the Committee. The Committee may elect not to
designate any Participants for a calendar year. No person shall have an
automatic right to he selected as a Participant for any calendar year, and
selection as a Participant for one or more calendar years does not automatically
entitle the employee to become a Participant for any subsequent calendar year.
Article IV. Award and Payment
4.1. Awards. Awards with respect to a particular Award Period shall be
determined by the Committee pursuant to the procedures summarized in the
attached appendices. Each calendar year the procedure to be used to determine
Awards will be established by the Committee, in its sole discretion. The
application of such procedures, including any formula, modification of the
procedure or formula from time to time and determination of the amount of any
and all Awards is within the sole discretion of the Committee.
4.2. Vesting. All Cash and Stock Award amounts are fully vested and
nonforfeitable from the Award Date, except as otherwise provided for in an
appendix to the ClubCorp Plan. Any Award to be paid under this ClubCorp Plan to
a Participant who is deceased shall be paid to the Participant's estate.
4.3. Change in Employment Status. Notwithstanding anything to the contrary
contained in this ClubCorp Plan, if a Participant who has been a Participant in
the ClubCorp Plan for a least one day during the Award Period is terminated for
any reason other than Termination for Cause or Willful Resignation prior to an
Award Date, the Participant shall be entitled as of the Award Date to a pro rata
portion (as determined by the Committee) of the Award to which the Participant
would have been entitled if he had continued in employment until the Award Date.
The prorated Award will be one hundred percent (100%) vested as of the Award
Date and shall be paid to the Participant in cash as soon as practicable
following the Award Date. Any part of the prorated Award that would be otherwise
payable as shares of Restricted Stock will be paid in cash based on the most
recent Share Value determined by the Company.
4.4. Change in Position. Notwithstanding anything to the contrary contained
in this ClubCorp Plan, if a Participant who has been a Participant in the
ClubCorp Plan for at least one day during the Award Period ceases to be eligible
to continue to participate in the ClubCorp Plan, but continues in employment
with the Company or an Affiliate, thc Participant shall be entitled as of the
Award Date to a pro rata portion (as determined by the Committee) of the award
to which the Participant would have been entitled if he had continued in
employment without the Change in Position until the Award Date. The prorated
award will be one hundred percent (100%) vested as of the Award Date and any
part of the prorated award deemed to be the Cash Award shall be paid in cash to
the Participant as soon as practicable following the Award Date. Any part of the
prorated award which is a Stock Award shall be awarded as shares of Restricted
Stock based on the most recent Share Value.
4.5. Award Payments. Awards will be paid in accordance with the terms and
conditions of the attached appendices to the ClubCorp Plan, as modified by the
provisions of this ClubCorp Plan.
4.6. Stock Awards. If a Participant elects to receive his benefits under
this ClubCorp Plan in the form of a Stock Award, the number of shares of
Restricted Stock the Participant can receive will be determined by the Committee
pursuant to the procedure or formula set forth on the applicable appendix to
this ClubCorp Plan. As soon as practicable following the Award Date, the
Committee shall issue to each Participant an Award letter documenting the number
of whole shares of Restricted Stock which have been awarded to, or, if
applicable, elected by the Participant. As soon as practicable following the end
of the calendar year, the Committee shall cause the Company to deliver to the
Participant a certificate representing the cumulative number of the
Participant's vested whole shares of Restricted Stock for thc calendar year. All
shares of Restricted Stock awarded to Participants pursuant to this ClubCorp
Plan (including shares received by the holders thereof as a result of any
adjustment pursuant to Section 4.8) shall be subject to the following
restrictions:
(a) The Participant must sign a Stockholder Agreement containing such terms
and conditions as the Company shall determine from time to time in its sole
discretion.
(b) Pursuant to current Company policy (which may be changed at the sole
discretion of the Company), the Restricted Stock may not be sold for three years
following the end of the calendar year during which it was awarded, except in
the event of a financial hardship as described in Section 4.6(c).
(c) Exceptions to the holding requirements set forth in this section for an
event of a financial hardship will be considered by the Committee on a case by
case basis and shall be subject to the hardship rules as set forth in 26 U.S.C.
401(k) (such as the purchase of a primary residence, payment of medical expenses
for immediate family, post-secondary tuition and prevention of foreclosure or
eviction from principal residence). The Participant shall be required to submit
a letter describing the financial hardship and supporting documentation to the
Committee or its designee. If the Committee determines that the request
satisfies the 401(k) hardship roles, the approved request will be forwarded to
the Treasury Department of ClubCorp for processing. The Participant will be
instructed to send the stock certificate and Sale of Stock memo to the Treasury
Department for purchase by ClubCorp at the most currently available Share Value.
(d) The Company may provide in the Stockholder Agreement for: (I) any other
restrictions on any shares of Restricted Stock used pursuant to this ClubCorp
Plan as it may deem advisable, including, without limitation, restrictions based
on market appreciation of Common Stock, increases in the revenues, sales, net
worth or net earnings of the Company or any Affiliate, division or other
component thereof, amendments to the ClubCorp Plan, or the attainment of any
other business or financial goal of the Company and (II) such further
restrictions as may be advisable to comply with law, including the requirements
of the Securities Act of 1933, as amended, any stock exchange upon which such
share or shares of the same class are then listed and under any state securities
or other laws applicable to such shares.
4.7. Nature of Obligations. All amounts payable under this ClubCorp Plan
shall be paid as a general obligation of the Company or an Employer. No
Participant shall have any right, title or interest whatever in or to, or any
preferred claim in or to, any investment reserves, accounts or funds that the
Company or an Employer may purchase, establish or accumulate to aid in providing
the payments described in this ClubCorp Plan. Nothing contained in this ClubCorp
Plan, and no action taken pursuant to its provisions, shall create or be
construed to create a trust or a fiduciary relationship of any kind between the
Company or any Employer and a Participant or any other person.
4.8. Adjustments to Common Stock. In the event of any share dividend on
Common Stock, any stock split, the issuance of rights to subscribe to additional
Common Stock, or any recapitalization, merger, reorganization or combination of
the Company, a fair and equitable adjustment, as determined by the Committee in
its sole discretion, shall be made in the number of shares of Common Stock
issued to the Participant.
4.9. Tax Withholding. The Company or any Employer may withhold or cause to
be withheld from any Award payment any federal, state or local taxes required by
law to be withheld with respect to such payment and such sum as the Company or
an Employer may reasonably estimate as necessary to cover any taxes for which
the Company or an Employer may be liable and which may be assessed with regard
to such payment.
4.10. Nontransferability. No Participant shall have any rights by way of
anticipation or otherwise to assign or otherwise dispose of any interest under
this ClubCorp Plan.
Article V. Administration
5.1. Administration and Appointment. The ClubCorp Plan shall be
administered by the person or persons designated by the Board as Committee
members. The Board may remove any Committee member at any time, with or without
cause, and may appoint successors to any removed or resigned members. There is
no minimum or maximum number of Committee members. In the absence of any
designated individuals, the Board shall serve as the Committee.
5.2. Committee Authority. The Committee shall have the right to execute all
powers reserved to the Board of the Company by this ClubCorp Plan to the extent
delegated in writing to the Committee by the Board. The determination of the
Committee as to any disputed questions of construction and interpretation shall
be final, binding and conclusive upon all persons. The Committee's
determinations as to which employees shall become Participants in the ClubCorp
Plan for a particular calendar year and the Awards made shall be final, binding
and conclusive upon all persons. The Committee shall have the right to delegate
any of its powers or duties under the ClubCorp Plan and the person to whom any
such powers or duties are delegated shall have the right to execute such powers
or duties.
5.3. Expenses. The expenses of administering the ClubCorp Plan shall be
borne by the Employers.
5.4. Indemnification and Exculpation. The members of the Committee,
officers, directors and employees of the Company and the Affiliates
("Indemnities") shall be indemnified and held harmless by the Employers against
and from any and all loss resulting from liability to which the Indemnities may
be subjected by reason of any act or conduct (except fraud, willful,
intentional, or reckless misconduct) including all expenses reasonably incurred
in their defense in ease the Employers fail to provide such defense.
Article VI. Merger, Amendment and Termination
6.1. Merger, Consolidation or Acquisition. In the event of a merger,
consolidation or acquisition where the Company is not the surviving corporation,
unless the successor or acquiring corporation shall elect to terminate the
ClubCorp Plan, this ClubCorp Plan shall continue.
6.2. Amendment and Termination. The Company expressly reserves the right to
amend the ClubCorp Plan at any time and in any manner, including the making of
retroactive amendments, and the right to terminate the ClubCorp Plan at any
time; provided, however, that in the event of an amendment or termination of the
ClubCorp Plan, Awards previously awarded by the Committee shall continue to be
obligations of the Company and the Employers and shall be paid as provided under
Section 4.2 hereof except as may be prohibited by or as necessary to comply with
any applicable law.
Article VII. Miscellaneous
7.1. Severability. In the event any provisions of the ClubCorp Plan shall
be held invalid or illegal for any reason, any illegality or invalidity shall
not affect the remaining parts of the ClubCorp Plan, but the ClubCorp Plan shall
be construed and enforced as if the illegal or invalid provision had never been
inserted, and the Company shall have the privilege and opportunity to correct
and remedy such questions of illegality or invalidity by amendment as provided
in the ClubCorp Plan.
7.2. Applicable Law. This ClubCorp Plan shall be governed and construed in
accordance with the laws of the State of Texas.
7.3. ClubCorp Plan Not an Employment Contract. This ClubCorp Plan is not an
employment contract. It does not give any person the fight to be continued in
employment, and all employees remain subject to change of salary, transfer,
change of job, discipline, layoff, discharge or any other change of employment
status.
Article VIII. Participation By Employers
8.1. Adoption of ClubCorp Plan by Affiliate. Any Affiliate, whether or not
presently existing, may adopt this ClubCorp Plan with the consent of the
Company.
8.2. Rights and Obligations of the Company and the Employers. Throughout
this instrument, a distinction is purposely drawn between rights and obligations
of the Company and the rights and obligations of the Employers. The rights and
obligations specified as belonging to the Company shall belong solely to the
Company. Any failure by an Employer to fulfill its own obligations under this
ClubCorp Plan shall have no effect upon any other Employer.
8.3. Withdrawal from ClubCorp Plan. Any Employer may withdraw from the
ClubCorp Plan upon giving the Company at least sixty (60) days' notice in
writing of its intention to withdraw. Such withdrawal shall terminate all
obligations of the withdrawn Employer under the ClubCorp Plan as of the date the
Company accepts the Employer's withdrawal. An Employer may withdraw from this
ClubCorp Plan without affecting any other Employer; provided, however, that in
the event of a withdrawal by an Employer, obligations of that Employer, as well
as the Company and the remaining Employers, if any, as to Awards previously
awarded by the Committee, pursuant to Section 4.1 hereof, shall continue to be
obligations of the Company and the Employers, including the withdrawing Employer
and shall be paid as provided under Section 4.5 hereof except as may be
prohibited by or as necessary to comply with any applicable law.
IN WITNESS WHEREOF, ClubCorp, Inc. has caused this instrument to be executed on
this 31 day of January, 2000.
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CLUBCORP, INC.
By: /s/Robert H. Dedman, Jr.
------------------------
Title: President and Chief Executive Officer
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APPENDIX A: CLUBCORP MANAGER COMPENSATION PLAN
I. PLAN DESIGN
A. Relationship to the ClubCorp Plan. This ClubCorp Manager Compensation
Plan (the "Manager Plan") is a part of and is governed by the terms and
conditions of the ClubCorp Plan. All terms which are initially capitalized in
the Manager Plan and are not defined in the Manager Plan, have the same meaning
as the terms defined in the ClubCorp Plan. All provisions of the ClubCorp Plan
apply except to the extent they directly conflict with the terms of this Manager
Plan.
B. General Plan Description. The Manager Plan is designed to encourage
focus on the critical elements of the Club Manager position (as defined on the
performance evaluation form) and to recognize and reward unit level financial
and qualitative performance. The Manager Plan consists of two components, the
Target Plan and the Partner Plan. Financial performance for most managers is
measured by GOMD performance under the Partner Plan. The Partner Plan is an
annual ClubCorp Plan and earnings are distributed once a year. In development or
redevelopment clubs and in some cases management agreement clubs, specific
financial targets are established as the measure of financial performance and
this approach is referred to as the Target Plan. The Target Plan is an annual
ClubCorp Plan and earnings are distributed annually. Total Potential
Compensation targets are established for both the Target and the Partner Plans
by evaluating the market value and complexity of the position, the size of the
property, and the earnings history achieved at each property. Earned Variable
Compensation is distributed to Participants in the form of Cash Awards and/or
Stock Awards.
C. Eligibility. All Club Managers, to the extent designated as Participants
pursuant to Section 3.1 of the ClubCorp Plan, shall participate in the Manager
Plan, subject to the terms and conditions of the ClubCorp Plan.
II. COMPONENTS OF COMPENSATION
A. Total Potential Compensation consists of two components, the Fixed and
Variable Compensation.
B. Total Earned Compensation equals the percentage of compensation that is
earned based on unit financial performance, modified by the rating of the
performance evaluation. Total Earned Compensation will generally equal 68% to
120% of Total Potential Compensation.
C. Overachievement is earned by an increase in the amount of GOMD produced
or exceeding financial targets, and receiving consistent above average
performance ratings. For the Partner Plan, Total Potential Compensation is
defined as a percentage of GOMD. For the Target Plan, Total Potential
Compensation is the sum of the established Fixed and the Variable Compensation
associated with each financial target.
III. PERFORMANCE EVALUATIONS AND AWARD AMOUNTS
Performance evaluations are completed once a year. Performance measures
generally include member relations, employee partner relations and financial
partner expectations. The performance rating determines the percentage of earned
Total Potential Compensation. The performance and earnings scale is shown on the
example of the Partner Plan approach below. As soon as practical following the
close of each Award Period, the Committee shall determine the amount of the
Total Earned Compensation, if any, to which each Participant is entitled with
respect to such Award Period.
IV. DISTRIBUTION
The Fixed compensation is paid in cash, each payroll period. Earned Variable
Compensation will be paid as a Cash Award and as a Stock Award to the extent
elected by the Participant in accordance with procedures established by the
Committee. The percentage of Earned Variable Compensation to be paid in
Restricted Stock will be elected annually by the Club Manager. The elected
percentage can be 0% to 100%, in 10% increments. No partial shares will be
issued.
V. CAPITAL EXPANSIONS
The calculation of all Awards made pursuant to the Manager Plan is subject to
modification intended to reflect the appropriate return on the capital
expansion. Capital expansions axe expected to generate a 20% return on
investment for the life of the project, with a minimum of 12% return each year.
The partner percentage is modified by calculating the expected return from the
expansion (the percentage to be determined by the V.P. but in no case less than
12%), and adjusting the partner percentage accordingly. The targeted amount of
the established Total Potential Compensation will remain unchanged.
EXAMPLE
Capital Expansion Detail Partner Plan Comp Detail
- ---------------------------------- ------------------------
Original Modified
----------- -----------
Expansion Cost $1,000,000
Cost of Capital 12%
Expected Return $ 120,000
GOMD $1,000,000 $1,120,000
Total Potential Comp $ 100,000 $ 100,000
Total Partner % 10% 8.9%
Capital Replacements. When actual capital replacement expenditure exceeds the
established capital reserve or budget, the excess capital spending will be
reflected as a reduction to the GOMD.
PARTNER PLAN EXAMPLE
The Partner Plan is an annual plan. Performance is evaluated annually and the
year-end performance rating is applied to determine the Manager's Earned
Variable Compensation.
ANNUALIZED GOMD & POTENTIAL COMPENSATION
- ----------------------------------------
Annual GOMD $800,000
Total Potential Compensation 10% GOMD $ 80,000
Fixed $ 60,000
Variable $ 20,000
PERFORMANCE EVALUATION EARNINGS SCALE
- -------------------------------------
Ratings % Earned Rating % Earned
- --------- ----------------- ------ ---------
Below 2.4 Draw (Fixed Only) 3.70 94%
2.40 68% 3.80 96%
2.50 70% 3.90 98%
2.60 72% 4.0 100%
2.70 74% 4.10 102%
2.80 76% 4.20 104%
2.90 78% 4.30 106%
3.0 80% 4.40 108%
3.10 82% 4.50 110%
3.20 84% 4.60 112%
3.30 86% 4.70 114%
3.40 88% 4.80 116%
3.50 90% 4.90 118%
3.60 92% 5.0 120%
The performance rating determines the percentage of Total Potential Compensation
earned. For example, a performance rating of 3.5 results in a layout of 90%. To
apply this to calculate actual earnings, multiply 90% times the Total Potential
Compensation. After calculating the total compensation earned, subtract the
Fixed amount to determine the amount of the Variable Compensation.
Example Calculation of Annual Earnings
- --------------------------------------
GOMD, period 1 to 13 $770,000
Annual Performance Period
- ---------------------------
Total Potential $ 77,000 (10% GOMD)
Total Earned Compensation $ 69,300
Fixed Pay $ 60,000
Earned Variable $ 9,300
Example Distribution
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The Manager elected to have 20% of variable compensation paid in stock and 80%
paid in cash. The number of shares issued is determined at the end of the
performance period at the then current stock price. Certificates are issued
annually as soon as administratively possible.
Earned Variable Cash (80%) $7,440
Earned Variable Stock (20%) $1,860
TARGET PLAN EXAMPLE
The Target Plan is an annual plan. Financial measures are determined based on
the critical business needs of a particular unit. For example, where member
enrollments and GOP improvement is critical, financial targets may be based on
Initiation Deposit (ID) plans and Gross Operating Profit (GOP) targets.
Performance is evaluated annually and the year-mad performance rating is applied
to financial performance levels to determine the Manager's Earned Variable
Compensation. Performance measures generally include member relations, employee
partner relations and financial partner expectation.
APPENDIX B. OFF-SITE OPERATIONS COMPENSATION PLAN
I. PLAN DESIGN
A. Relationship to the ClubCorp Plan. This Off-Site Operations Compensation
Plan ("Off-Site Plan") is part of and is governed by the terms and conditions of
the ClubCorp Comprehensive Compensation Plan ("ClubCorp Plan"), All terms which
are initially capitalized in the Off-Site Plan and are not defined in the
Off-Site Plan have the same meaning as the terms defined in the ClubCorp Plan.
All provisions of the ClubCorp Plan apply except to the extent they directly
conflict with the terms of this Off-Site Plan.
B. General Plan Description. Total Potential Compensation targets are
established by the Committee for the off-site positions by evaluating the
responsibilities, complexity and impact of each job, internal equity and market
competitive information. Specific financial targets are established as the
measure of financial performance. Qualitative performance is based on the
results of a documented performance appraisal. Total Earned Variable
compensation is distributed to Participants in the form of Cash Awards and/or
Stock Awards. The Off-Site Plan is an annual ClubCorp Plan and earnings are
distributed annually.
C. Eligibility. All off-site operations staff, to the extent designated as
Participants pursuant to Section 3.1 of the ClubCorp Plan, shall participate in
the Off-Site Plan, subject to the terms and conditions of the CIubCorp Plan.
II. COMPONENTS OF COMPENSATION
A. Total Potential Compensation consists of two components, the Fixed and
Variable Compensation.
B. Total Earned Compensation equals the amount earned based on achievement
of financial targets plus the amount earned based on the individual performance
rating.
C. Overachievement, if applicable, is defined on the variable earnings
scale.
D. Minimum targets for the individual target and at least one of the
financial targets must be achieved to qualify for any payout.
III. DISTRIBUTION
Fixed Compensation is paid in cash, each payroll period. Earned Variable
Compensation will be paid as a Cash Award and as a Stock Award to the extent
elected by the Participant in accordance with procedures established by the
Committee. The percentage of Earned Variable Compensation to be paid in
Restricted Stock will be elected annually by the Participant. The elected
percentage can be 0% to I00%, in 10% increments. No partial shares will be
issued.
APPENDIX C: CORPORATE COMPENSATION PLAN
I. PLAN DESIGN
A. Relationship to the ClubCorp Plan. This ClubCorp Corporate Comprehensive
Compensation Plan (the "Corporate Plan") is a part of and is governed by the
terms and conditions of the ClubCorp Comprehensive Compensation Plan ("ClubCorp
Plan"). All terms which are initially capitalized in the Corporate Plan and are
not defined in the Corporate Plan have the same meaning as the terms defined in
the ClubCorp Plan. All provisions of the ClubCorp Plan apply except to the
extent they directly conflict with the terms of this Corporate Compensation
Plan.
B. General Plan Description. Total Potential Compensation targets are
established by the Committee for the corporate management positions by
evaluating the responsibilities, complexity and impact of each job, internal
equity and market competitive information. Specific financial targets are
established as the measure of financial performance. Qualitative performance is
based on the results of a documented performance appraisal. Total Earned
Variable compensation is distributed to Participants in the form of Cash Awards
and/or Stock Awards. The Corporate Plan is an annual ClubCorp Plan and earnings
are distributed annually.
C. Eligibility. All corporate management staff, to the extent designated as
Participants pursuant to Section 3.1 of the ClubCorp Plan, shall participate in
the Corporate Plan, subject to the terms and conditions of the ClubCorp Plan.
II. COMPONENTS OF COMPENSATION
A. Total Potential Compensation consists of two components, the Fixed and
Variable Compensation.
B. Total Earned Compensation equals the amount earned based on achievement
of financial targets plus the amount earned based on the individual performance
rating.
C. Over achievement - defined on the variable earnings scale, if applicable.
D. Minimum targets for the individual target and at least one of the
financial targets must be achieved to qualify for any payout.
III. DISTRIBUTION
Fixed Compensation is paid in cash, each payroll period. Earned Variable
Compensation will be paid as a Cash Award and as a Stock Award to the extent
elected by the Participant in accordance with procedures established by the
Committee. The percentage of Earned Variable Compensation to be paid in
Restricted Stock will be elected annually by the Participant. The elected
percentage can be 0% to 100%, in 10% increments. No partial shares will be
issued.