BRIGGS & STRATTON CORPORATION
FORM 10-Q for Quarterly Period Ended March 31, 2002
Exhibit No. 10.2
AMENDED AND RESTATED ECONOMIC VALUE ADDED
INCENTIVE COMPENSATION PLAN
Effective July 1, 2002
As Amended and Restated
Effective 7-1-02
BRIGGS & STRATTON CORPORATION
ECONOMIC VALUE ADDED
INCENTIVE COMPENSATION PLAN
As adopted by the Board of Directors on November 12, 1990,
and amended and restated by resolution of the
Board of Directors effective as of April 18, 1995,
further amended by resolutions effective October 17, 1995
and April 16, 1997; further amended and restated
by resolution of the Board of Directors on April 21, 1999,
further amended by resolutions of the Board of Directors
on October 17, 2000, on October 17, 2001
effective July 1, 2001, and on April 17,
2002 effective July 1, 2002
BRIGGS & STRATTON CORPORATION
ECONOMIC VALUE ADDED INCENTIVE COMPENSATION PLAN
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I. Plan Objectives
A. To promote the maximization of shareholder value over the long term
by providing incentive compensation to key employees of Briggs &
Stratton Corporation (the "Company") in a form which is designed to
financially reward participants for an increase in the value of the
Company to its shareholders.
B. To provide competitive levels of compensation to enable the Company
to attract and retain employees who are able to exert a significant
impact on the value of the Company to its shareholders.
C. To encourage teamwork and cooperation in the achievement of Company
goals.
D. To recognize differences in the performance of individual
participants.
II. Plan Administration
The Compensation Committee of the Board of Directors (the "Committee")
shall be responsible for the design, administration, and interpretation of
the Plan.
III. Definitions
A. "Accrued Bonus" means the bonus, which may be negative or positive,
which is calculated in the manner set forth in Section V.A.
B. "Actual EVA" means the EVA as calculated for the relevant Plan
Year.
C. "Base Salary" means the amount of a Participant's base compensation
earned during the Plan Year without adjustment for bonuses, salary
deferrals, value of benefits, imputed income, special payments,
amounts contributed to a savings plan or similar items.
D. "Capital" means the Company's weighted average monthly operating
capital for the Plan Year, calculated as follows:
Current Assets
- Non-operating Investments
+ Bad Debt Reserve
+ LIFO Reserve
- Deferred Tax Liabilities or Assets
Classified as Current Assets
- Current Noninterest-Bearing Liabilities
+ Warranty Reserve
+ Environmental Reserve
+ Property, Plant, Equipment, Net
- Construction in Progress
+ Other Assets (not including prepaid Pension Costs)
(+/-) Unusual Capital Items
E. "Capital Charge" means the deemed opportunity cost of employing
Capital in the Company's businesses, determined as follows:
Capital Charge = Capital X Cost of Capital
F. "Cost of Capital" means the weighted average of the cost of equity
and the after tax cost of debt for the relevant Plan Year on a
market value basis. The Cost of Capital will be determined (to the
nearest tenth of a percent) by the Committee prior to each Plan
Year, consistent with the following methodology:
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a) Cost of Equity = Risk Free Rate + (Business Risk Index X
Average Equity Risk Premium)
b) Debt Cost of Capital = Debt Yield X (1 - Tax Rate)
c) The weighted average of the Cost of Equity and the Debt Cost
of Capital is determined by reference to the actual
debt-to-capital ratio
where the Risk Free Rate is the average daily closing yield rate on 10
year U.S. Treasury Bonds for the month of March immediately preceding
the relevant Plan Year, the Business Risk Index is determined by using
an average of the Beta available in the four (4) most recent Value Line
reports on the Company. The Average Equity Risk Premium is 6%, the Debt
Yield is the weighted average yield of all borrowing included in the
Company's permanent capital, and the tax rate is the combination of the
relevant federal and state income tax rates.
G. "Designated Key Contributor" means those Participants named by the
Chief Executive Officer as a Designated Key Contributor under the Plan.
H. "Divisional EVA Performance Factor" means an Individual Performance
Factor calculated in the same manner as the Company Performance Factor
as set forth in Section VI.A., except that EVA, Actual EVA, Target EVA,
EVA Leverage Factor, NOPAT, Capital, Capital Charge, Cost of Capital
and other relevant terms shall be defined by reference to the
particular operating division, service division or sales group, not by
reference to the entire Company.
I. "Economic Value Added" or "EVA" means the NOPAT that remains after
subtracting capital Charge, expressed as follows:
NOPAT - Capital Charge = EVA
EVA may be positive or negative.
J. "EVA Leverage Factor" means the expected deviation in EVA from the
average EVA, generally reflected as a percentage of capital employed.
For purposes of this Plan, the Company's EVA Leverage Factor is
determined to be $34 million.
K. "NOPAT" means cash adjusted net operating profits after taxes for the
Plan Year, calculated as follows:
Net Sales
- Cost of Goods Sold
(+/-) Change in LIFO Reserve
- Engineering/Selling & Administration
- Normal Pension Costs
(+/-) Change in Bad Debt Reserve
(-) Eliminate the Pension Income from Overfunded Pension
Plans
(+/-) Change in Warranty Reserve
(+/-) Change in Environmental Reserve
(+/-) Other Income & Expense on Non-Operating Investments
(+/-) Other Unusual Income or Expense Items
(+/-) Amortization of Unusual Income or Expense Items
- Cash Taxes on the Above
(+/- change in deferred tax liability)
L. "Plan Year" means the one year period coincident with the Company's
fiscal year.
M. "Senior Executives" means those Participants designated as Senior
Executives by the Committee with respect to any Plan Year.
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EXHIBIT 10.2
N. "Target EVA" means the target level of EVA for the Plan Year,
determined as follows:
Prior Year Prior Year
Target EVA = Target EVA + Actual EVA + Expected Improvement
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Expected Improvement will be $2 million, except that it shall not be
added to the current Plan Year Target EVA to the extent it would make
such Target EVA exceed $32 million.
IV. Eligibility
A. Eligible Positions. In general, all Company Officers, Division General
Managers, and members of the corporate operations group, and certain
direct reports of such individuals may be eligible for participation in
the Plan. However, actual participation will depend upon the
contribution and impact each eligible employee may have on the
Company's value to its shareholders, as determined by the Chief
Executive Officer of the Company, and approved by the Committee.
B. Nomination and Approval. Each Plan year, the Chief Executive Officer of
the Company will nominate eligible employees to participate in the Plan
for the next Plan Year. The Committee will have the final authority to
select Plan participants (the "Participants") among the eligible
employees nominated by the Chief Executive Officer of the Company.
Continued participation in the Plan is contingent on approval of the
Committee. Selection normally will take place, and will be communicated
to each Participant, prior to the beginning of the pertinent Plan Year.
V. Individual Participation Levels
A. Calculation of Accrued Bonus. Each Participant's Accrued Bonus will be
determined as a function of the Participant's Base Salary, the
Participant's Target Incentive Award (provided in paragraph V.B.,
below), Company Performance Factor (provided in Section VI.A.) and the
Individual Performance Factor (provided in Section VI.B.) for the Plan
Year. Each Participant's Accrued Bonus will be calculated as follows:
Target Company Target Individual
30% Participant's x Incentive x Performance + 70% Participant's x Incentive x Performance
Base Salary Award Factor Base Salary Award Factor
B. Target Incentive Awards. The Target Incentive Awards will be determined
according to the following schedule:
Target Incentive Award
Executive Position (% of Base Salary)
------------------ ------------------
Chief Executive Officer 100%
Executive Vice President
& Senior Vice President 60%
Other Elected Officers 40%
Division General Manager 40%
Designated Key Contributors 25%
All Others 20%
VI. Performance Factors
A. Company Performance Factor Calculation. For any Plan Year, the Company
Performance Factor will be calculated as follows:
Company Performance Factor = 1.00 + Actual EVA - Target EVA
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EVA Leverage Factor
B. Individual Performance Factor Calculation. Determination of the
Individual Performance Factor will be the responsibility of the
individual to whom the participant reports. This determination will be
subject to approval by the Committee and should be in conformance with
the process set forth below:
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(1) Quantifiable Supporting Performance Factors. The Individual
Performance Factor of the Accrued Bonus calculation will be
based on the accomplishment of individual, financial and/or
other goals ("Supporting Performance Factors"). Whenever
possible, individual performance will be evaluated according
to quantifiable benchmarks of success. These Supporting
Performance Factors will represent an achievement percentage
continuum that ranges from 50% to 150% of the individual
target award opportunity, and will be enumerated from .5 to
1.5 based on such continuum. Provided, however, that if the
Quantifiable Supporting Performance Factor is based on
divisional EVA and is calculated in the same manner as the
Company Performance Factor as set forth in Section VI.A. with
respect to such division (such Supporting Performance Factor
referred to herein as a Divisional EVA Performance Factor),
then the Supporting Performance Factor may be unlimited, if
so approved by the Committee. A Quantifiable Supporting
Performance Factor may also be unlimited if the Quantifiable
Supporting Performance Factor as approved by the Committee
for such individual is the same as the Company Performance
Factor determined in accordance with Section VI.A.
(2) Non-Quantifiable Supporting Performance Factors. When
performance cannot be measured according to a quantifiable
monitoring system, an assessment of the Participant's overall
performance may be made based on a Non-Quantifiable
Supporting Performance Factor (or Factors). The person to
whom the Participant reports will evaluate the Participant's
performance, and this evaluation will determine the
Participant's Supporting Performance Factor (or Factors)
according to the following schedule:
Individual Supporting
Performance Rating Performance Factor
------------------ ------------------
Outstanding 1.3 - 1.5
Excellent 1.1 - 1.3
Good .9 - 1.1
Satisfactory .5 - .9
Unsatisfactory 0
(3) Aggregate Individual Performance Factor. The Individual
Performance Factor to be used in the calculation of the
Accrued Bonus shall be equal to the average (or weighted
average) of one or more Quantifiable and/or Non-Quantifiable
Supporting Performance Factors according to relative
importance, except that the Non-Quantifiable Supporting
Performance Factor shall account for no more than 15% of the
Accrued Bonus.
VII. Change in Status During the Plan Year
A. New Hire, Transfer, Promotion, Demotion
A newly hired employee or an employee transferred, promoted, or
demoted during the Plan Year to a position qualifying for
participation (or leaving the participating class) may accrue
(subject to discretion of the Committee) a pro rata Accrued Bonus
based on the percentage of the Plan Year (actual weeks/full year
times a full year award amount for that position) the employee is
in each participating position.
B. Discharge
An employee discharged during the Plan Year shall not be eligible
for an Accrued Bonus, even though his or her service arrangement
or contract extends past year-end, unless the Committee
determines that the conditions of the termination indicate that a
prorated Accrued Bonus is appropriate. The Committee shall have
full and final authority in making such a determination.
C. Resignation
An employee who resigns during the Plan Year to accept employment
elsewhere (including self-employment) will not be eligible for an
Accrued Bonus.
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D. Death, Disability, Retirement
If a Participant's employment is terminated during a Plan Year by
reason of death, disability, or normal or early retirement under the
Company's retirement plan, a tentative Accrued Bonus will be calculated
as if the Participant had remained employed as of the end of the Plan
Year. The final Accrued Bonus will be calculated by multiplying the
tentative Accrued Bonus by a proration factor. The proration factor
will be equal to the number of full weeks of employment during the Plan
Year divided by fifty-two. For purposes of this section, the date a
participant is deemed to be terminated pursuant to disability shall be
the date the employee begins receiving a monthly Long Term Disability
Benefit under the Company's Group Insurance Plan.
Each employee may name any beneficiary or beneficiaries (who may be
named contingently or successively) to whom any benefit under this Plan
is to be paid in case of the employee's death.
Each such designation shall revoke all prior designations by the
employee, shall be in the form prescribed by the Committee, and shall
be effective only when filed by the employee in writing with the
Committee during his or her lifetime.
In the absence of any such designation, benefits remaining unpaid at
the employee's death shall be paid to the employee's estate.
E. Leave of Absence
An employee whose status as an active employee is changed during a Plan
Year as a result of a leave of absence may, at the discretion of the
Committee, be eligible for a pro rata Accrued Bonus determined in the
same way as in paragraph D. of this Section.
VIII. Bonus Paid and Bonus Bank
All or a portion of the Accrued Bonus will be either paid to the
Participant or credited to or charged against the Bonus Bank as
provided in this Article.
A. Participants Who Are Not Senior Executives. All positive Accrued
Bonuses of Participants who are not Senior Executives for the Plan Year
shall be paid in cash, less amounts required by law to be withheld for
income and employment tax purposes, on or before the end of the second
month following the end of the Plan Year in which the Accrued Bonus was
earned. Participants who are not Senior Executives shall not be charged
or otherwise assessed for negative Accrued Bonuses nor shall such
Participants have any portion of their Accrued Bonuses banked.
B. Participants Who Are Senior Executives. The Total Bonus Payout to
Participants who are Senior Executives for the Plan Year shall be as
follows:
Accrued Bonus - Extraordinary Bonus Accrual +
Bank Payout = Total Bonus Payout
The Total Bonus Payout for each Plan Year, less amounts required by law
to be withheld for income tax and employment tax purposes, shall be
paid on or before the end of the second month following the end of the
Plan Year in which it was earned.
C. Establishment of a Bonus Bank. To encourage a long term commitment to
the enhancement of shareholder value by Senior Executives,
"Extraordinary Bonus Accruals" shall be credited to an "at risk"
deferred account ("Bonus Bank") for each such Participant, and all
negative Accrued Bonuses shall be charged against the Bonus Bank, as
determined in accordance with the following:
1. "Bonus Bank" means, with respect to each Senior Executive, a
bookkeeping record of an account to which Extraordinary Bonus
Accruals are credited, and negative Accrued Bonuses debited as
the case may be, for each Plan Year, and from which bonus
payments to such Senior Executive are debited.
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2. "Bank Balance" means, with respect to each Senior Executive, a
bookkeeping record of the net balance of the amounts credited to
and debited against such Senior Executive's Bonus Bank. The Bank
Balance shall initially be equal to zero.
3. "Extraordinary Bonus Accrual" shall mean the amount of the
Accrued Bonus for any year that exceeds 1.25 times the portion of
the Senior Executive's Base Salary which is represented by the
Target Incentive Award in the event that the beginning Bank
Balance is positive or zero, and .75 times the portion of the
Senior Executive's Base Salary which is represented by the Target
Incentive Award to the extent that the beginning Bank Balance is
negative.
4. Annual Allocation. Each Senior Executive's Extraordinary Bonus
Accrual or negative Accrued Bonus is credited or debited to the
Bonus Bank maintained for that Senior Executive. Such Annual
Allocation will occur as soon as possible after the conclusion of
each Plan Year. Although a Bonus Bank may as a result of negative
Accrual Bonuses have a deficit, no Senior Executive shall be
required, at any time, to reimburse his/her Bonus Bank.
5. "Available Balance" means that the Bank Balance at the point in
time immediately after the Annual Allocation has been made.
6. "Payout Percentage" means the percentage of the Available Balance
that may be paid out in cash to the Participant. The Payout
Percentage will equal 33%.
7. "Bank Payout" means the amount of the Available Balance that may
be paid out in cash to the Senior Executive for each Plan Year.
The Bank Payout is calculated as follows:
Bank Payout = Available Balance X Payout Percentage
The Bank Payout is subtracted from the Bank Balance.
8. Treatment of Available Balance Upon Termination
a) Resignation or Termination With Cause. Senior Executives
leaving voluntarily to accept employment elsewhere (including
self-employment) or who are terminated with cause will
forfeit their Available Balance.
b) Retirement, Death, Disability or Termination Without Cause.
In the event of a Senior Executive's normal or early
retirement under the Company's retirement plan, death,
disability, or termination without cause, the Available
Balance, less amounts required by law to be withheld for
income tax and employment tax purposes, shall be paid to the
Senior Executive on or before the end of the second month
following the end of the Plan Year in which the termination
for one of such events occurred.
c) For purposes of this Plan "cause" shall mean:
(i) any act or acts of the Participant constituting a
felony under the laws of the United States, any state
thereof or any foreign jurisdiction;
(ii) any material breach by the Participant of any
employment agreement with the Company or the policies
of the Company or the willful and persistent (after
written notice to the Participant) failure or refusal
of the Participant to comply with any lawful
directives of the Board;
(iii) a course of conduct amounting to gross neglect,
willful misconduct or dishonesty; or
(iv) any misappropriation of material property of the
Company by the Participant or any misappropriation of
a corporate or business opportunity of the Company by
the Participant.
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IX. Administrative Provisions
A. Amendments. The Board of Directors of the Company shall have the right
to modify or amend this Plan from time to time, or suspend it or
terminate it entirely; provided that no such modification, amendment,
suspension, or termination may, without the consent of any affected
participants (or beneficiaries of such participants in the event of
death), reduce the rights of any such participants (or beneficiaries,
as applicable) to a payment or distribution already earned under Plan
terms in effect prior to such change.
B. Interpretation of Plan. Any decision of the Committee with respect to
any issues concerning individual selected for awards, the amount,
terms, form and time of payment of awards, and interpretation of any
Plan guideline, definition, or requirement shall be final and binding.
C. Effect of Award on Other Employee Benefits. By acceptance of a bonus
award, each recipient agrees that such award is special additional
compensation and that it will not affect any employee benefit, e.g.,
life insurance, etc., in which the recipient participates, except as
provided in paragraph D. below.
D. Retirement Programs. Awards made under this Plan shall be included in
the employee's compensation for purposes of the Company Retirement
Plans and Savings Plan.
E. Right to Continued Employment; Additional Awards. The receipt of a
bonus award shall not give the recipient any right to continued
employment, and the right and power to dismiss any employee is
specifically reserved to the Company. In addition, the receipt of a
bonus award with respect to any Plan Year shall not entitle the
recipient to an award with respect to any subsequent Plan Year.
F. Adjustments to Performance Goals. When a performance goal is based on
Economic Value Added or other quantifiable financial or accounting
measure, it may be necessary to exclude significant nonbudgeted or
noncontrollable gains or losses from actual financial results in order
to properly measure performance. The Committee will decide those items
that shall be considered in adjusting actual results. For example, some
types of items that may be considered for exclusion are:
(1) Any gains or losses which will be treated as extraordinary in the
Company's financial statements.
(2) Profits or losses of any entities acquired by the Company during
the Plan Year, assuming they were not included in the budget
and/or the goal.
(3) Material gains or losses not in the budget and/or the goal which
are of a nonrecurring nature and are not considered to be in the
ordinary course of business. Some of these would be as follows:
(a) Gains or losses from the sale or disposal of real estate or
property.
(b) Gains resulting from insurance recoveries when such gains
relate to claims filed in prior years.
(c) Losses resulting from natural catastrophes, when the cause
of the catastrophe is beyond the control of the Company and
did not result from any failure or negligence on the
Company's part.
G. Vesting. All amounts due but unpaid to any Participant under this plan
shall vest, subject to the terms of this EVA Plan, upon actual
termination of employment of the Participant.
X. Miscellaneous
A. Indemnification. Each person who is or who shall have been a member of
the Committee or of the Board, or who is or shall have been an employee
of the Company, shall not be liable for, and shall be indemnified and
held harmless by the Company from any loss, cost, liability, or expense
that may be imposed upon or reasonably incurred by him or her in
connection with any claim, action, suit, or proceeding to which he or
she may be a party by reason of any action taken or failure to act
under this Plan. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons
may be entitled under the Company's Articles of Incorporation or
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Bylaws, as a matter of law, or otherwise, or any power that the Company
may have to indemnify them or hold them harmless.
B. Expenses of the Plan. The expenses of administering this Plan shall be
borne by the Company.
C. Withholding Taxes. The Company shall have the right to deduct from all
payments under this Plan any Federal or state taxes required by law to
be withheld with respect to such payments.
D. Governing Law. This Plan shall be construed in accordance with and
governed by the laws of the State of Wisconsin.
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