EXHIBIT 10.15
TECUMSEH PRODUCTS COMPANY
ANNUAL INCENTIVE PLAN
Tecumseh Products Company (the "Company") hereby adopts this Annual
Incentive Plan to provide an opportunity for Company executives to earn annual
cash incentive compensation so as to:
- encourage individual effort and group teamwork;
- reward outstanding performance;
- provide total cash compensation opportunities that are competitive and
that will serve to attract and retain qualified executives; and
- focus the attention of executives on the most critical performance
criteria.
1. DEFINITIONS
As used in this Plan, the following terms have the following respective
meanings:
"Actual Bonus Percentage" means, for each Eligible Employee for each Plan
Year, the percentage calculated as that Eligible Employee's Actual Bonus
Percentage for that Plan Year using the methodology established by the Committee
pursuant to Section 3.1(d). An Eligible Employee's Actual Bonus Percentage for a
given Plan Year cannot exceed two times his or her Target Bonus Percentage.
"Board" means the Board of Directors of the Company.
"Bonus Amount" means the dollar amount of a cash bonus payable to an
Eligible Employee under this Plan.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the Compensation Committee of the Board or such other
committee as the Board may subsequently appoint to administer this Plan.
"Company Bonus Pool" means, for any Plan Year, a dollar amount representing
the maximum total of all Bonus Amounts payable to all Eligible Employees for
that Plan Year under this Plan. The Company Bonus Pool for each Plan Year will
be calculated using the methodology established by the Committee pursuant to
Section 3.1(a).
"Eligible Employee" means, for any given Plan Year, each full-time
executive employee of the Company or a subsidiary of the Company who is
designated by the Committee as an Eligible Employee for that Plan Year.
"Performance Measures" means any one or more of the following:
- Net sales
- Cost of sales
- Gross or net revenues or sales
- Gross income
- Net income
- Operating income
- Income from continuing operations
- Earnings
- EBITDA
- EBITDAR
- Asset utilization
- Expense control
- EPS
- Cash flow
- Free cash flow
- Net cash provided by operating activities less net cash used in
investing activities
- Net operating profit
- Debt to equity ratio
- Return on shareholder equity
- Return on capital
- Return on assets
- Operating working capital
- Average accounts receivable
- Economic value added
- Customer satisfaction
- Operating margin
- Profit margin
- Price per share of any class of common stock
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- Sales performance
- Sales quota attainment
- New sales
- Internal revenue growth
- Customer retention
"Plan" means this Annual Incentive Plan.
"Plan Year" means the calendar year.
"Target Bonus Percentage" means, for each Eligible Employee for each Plan
Year, the percentage determined by the Committee as that Eligible Employee's
Target Bonus Percentage for that Plan Year.
2. ADMINISTRATION
This Plan is to be administered by the Committee. To the extent consistent
with the terms of this Plan, the Committee has the power to interpret any Plan
provision, to prescribe, amend, and rescind rules and regulations relating to
this Plan, and to make all other determinations that it deems necessary or
advisable to administer this Plan. The Committee may appoint such agents to
assist in administration of this Plan as the Committee deems appropriate. The
Committee's interpretation of this Plan and any action it takes pursuant to this
Plan is final and binding on all affected parties.
3. COMMITTEE DETERMINATIONS FOR EACH PLAN YEAR
3.1 Before, or within the first 90 days of each Plan Year, after
considering recommendations received from the Company's management and such
other matters as the Committee thinks it proper to consider, the Committee will
determine for that Plan Year, each of the following:
(a) the performance measures and goals to be used for determining the
Company Bonus Pool for the Plan Year and the methodology to be used for
calculating the Company Bonus Pool after the Plan Year is completed based
on the Company's actual performance relative to those performance measures
and goals;
(b) Eligible Employees;
(c) the Target Bonus Percentage for each Eligible Employee; and
(d) the Company and individual performance measures and goals to be
used for determining each Eligible Employee's Actual Bonus Percentage for
the Plan Year and the methodology to be used for calculating each Eligible
Employee's Actual Bonus Percentage after the
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Plan Year is completed based on the Company's and the Eligible Employee's
actual performance relative to those performance measures and goals.
3.2 If a full-time employee of the Company or a subsidiary of the Company
is hired or promoted during a Plan Year after the Committee has made the
determinations specified in Section 3.1 for that Plan Year, and if, in the
Committee's opinion, it would be in the Company's best interest to designate
that employee as an Eligible Employee for that Plan Year, the Committee may
designate that employee as an Eligible Employee for that Plan Year, in which
event the Committee will also make the determinations specified in Sections
3.1(c) and 3.1(d) for that Eligible Employee and that Plan Year. Adding
additional Eligible Employees under this Section 3.2 will not affect the
Committee's previous determinations under Section 3.1(a) for that Plan Year.
4. CALCULATION AND PAYMENT OF BONUS AMOUNTS
4.1 Subject to Section 4.2, the Bonus Amount for each Eligible Employee for
a given Plan Year will be equal to the product obtained by multiplying the
Eligible Employee's salary for that Plan Year by his Actual Bonus Percentage for
that Plan Year.
4.2 If the total of all Bonus Amounts for all Eligible Employees for a
given Plan Year calculated pursuant to Section 4.1 would exceed the Company
Bonus Pool for that Plan Year, then the Bonus Amount for each Eligible Employee
will be reduced to an amount equal to the product obtained by multiplying:
(a) the Company Bonus Pool for that Plan Year; by
(b) a fraction,
(1) the numerator of which is the amount that would have been the
Bonus Amount for that Eligible Employee if his or her Bonus Amount
were calculated under Section 4.1; and
(2) the denominator of which is the amount that would have been
the total of all Bonus Amounts for all Eligible Employees if their
Bonus Amounts were calculated under Section 4.1.
4.3 After each Plan Year is completed and the applicable performance
results are available, the Committee will calculate, for that Plan Year, the
Company Bonus Pool, each Eligible Employee's Actual Bonus Percentage, and each
Eligible Employee's Bonus Amount and will communicate the results of its
calculations to the Board of Directors and to Company management.
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4.4 Each Eligible Employee's employer will pay the Eligible Employee his or
her Bonus Amount within 2-1/2 months following close of the Plan Year for which
the Bonus Amount was earned..
4.5 Notwithstanding any other provision of this Plan, no person whose
employment with the Company or a subsidiary terminates before the last day of a
Plan Year for any reason will be eligible to receive any bonus under this Plan
in respect of that Plan Year unless the Committee, in its sole discretion,
determines otherwise.
5. CODE SECTION 162(M)
5.1 Notwithstanding any other provisions of this Plan:
(a) the performance measures used in determining the Bonus Amount
payable to any employee who is subject to Code Section 162(m) must consist
only of Performance Measures; and
(b) the Bonus Amount payable to any employee who is subject to Code
Section 162(m) with respect to any Plan Year may not exceed $3,000,000.
5.2 The Board of Directors, in its discretion, may choose to submit for
shareholder approval any of the performance measures, goals, calculation
methodologies, potential Bonus Amounts, or other information with respect to
Bonus Amounts potentially payable under this Plan for any Plan Year to any
Eligible Employee who is subject to Code Section 162(m). If shareholder approval
is sought and is not received in accordance with Code Section 162(m), then no
Bonus Amount will be payable for that Plan Year to the Eligible Employee(s)
affected by the failure to obtain that approval.
6. MISCELLANEOUS MATTERS
6.1 Benefits payable under this Plan are intended to be unfunded for tax
purposes, and the sole right of an Eligible Employee with respect to his or her
Bonus Amount will be the right as an unsecured general creditor of his or her
employer.
6.2 Nothing in this Plan requires the Company or any subsidiary to retain
any Eligible Employee as an employee or affects in any way any other terms of
any Eligible Employee's employment.
6.3 This Plan is to be governed by and construed, enforced, and
administered in accordance with the laws of the State of Michigan excluding any
such laws that direct an application of the laws of any other jurisdiction. At
all times, this Plan will also be interpreted and administered to maintain
intended income tax deferral in accordance with Code Section 409A and
regulations and other guidance issued under Code Section 409A. The Company and
the
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Committee will be subject to suit regarding this Plan only in the courts of the
State of Michigan, and the Company will fully indemnify and defend the Board and
the Committee with respect to any actions relating to this Plan taken in good
faith by either of those bodies or their members.
6.4 This Plan was adopted by the Board on December 17, 2007, and takes
effect as of January 1, 2008.
6.5 The Board may at any time and from time to time amend, modify, suspend,
or terminate this Plan.
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