Exhibit 10.46
KEWAUNEE SCIENTIFIC CORPORATION
FISCAL YEAR 2003
INCENTIVE BONUS PLAN
The Fiscal Year 2003 Incentive Bonus Plan (the Plan) will provide for a bonus
pool and bonus payouts based upon achievement of various levels of pre-tax
earnings (after bonus accruals) for the year and other conditions described
herein, as approved by the Company's Board of Directors. The Plan is proposed as
a one year plan for Fiscal Year 2003.
The provisions of the Plan are:
1. Eligibility of Participants to Share in the Bonus Pool
a. Eligible participants of the Plan will be nominated by the President
and approved by the Board of Directors, upon recommendation by the
Compensation Committee. The bonus potential percentages for each
participant in the Plan will also be approved by the Board of
Directors, upon recommendation by the Compensation Committee.
b. Each participant will be eligible to share in the pool up to the
specified percentage of his or her May 1, 2002 base salary.
c. In addition to individuals reporting directly to the President,
managers fulfilling the following criteria are eligible to participate
in the Plan:
1. Salary Grade 14 or above;
2. Seniority of one year or more;
3. Is not currently in another incentive plan (e.g., sales plan);
4. Is a direct report to a direct report to the President; or
5. Is a manager recommended by the President.
d. Participants in the Plan and their applicable bonus potential amounts
are shown on Exhibits I through III to the Company's Fiscal year 2003
Bonus Schedules (all exhibits referred to on this Plan are exhibits to
such schedules).
2. Building of a Bonus Pool
a. Division Pools
. The divisions (the Laboratory Products Group and the Technical
Furniture Group) will start to accrue pools for potential bonus
payouts once pre-tax operating earnings of each division reach
the amounts shown as Goal 1 on Exhibits I and II, and maximum
incentive bonus payouts will be accrued and available for payout
based upon the guidelines shown on those exhibits.
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b. Non-divisional Corporate Pool
. A pool will start accumulating once pre-tax earnings reach the
amounts shown on Exhibit III, and maximum bonus payouts will be
accrued and available for payout based upon the guidelines shown
on that exhibit.
3. Bonus Payout Conditions
. If the Company achieves pre-tax earnings less than the amounts
shown on Exhibit III, no awards will be paid to any
non-divisional corporate employee with that goal, except at the
discretion of the Board of Directors, upon recommendation by the
Compensation Committee.
. If a division achieves pre-tax earnings less than the amounts
shown for it as Goal 1 on Exhibits I and II, no awards will be
paid to its employees except at the discretion of the Board of
Directors, upon recommendation by the Compensation Committee.
. All division participants will earn their awards dependent on
their division's performance and their individual MBO
performance.
. Beginning with the achievement of Goal 1, the bonus potential
percentage for each participant is linear between each goal with
the corresponding increase in pre-tax earnings, up to the
individual's maximum bonus potential percentage.
. Positive or negative financial adjustments outside the control of
management (such as, but not limited to, proceeds from insurance
claims, gains or losses from the sale of capital assets, adoption
of new generally accepted accounting pronouncements, etc.) will
be assessed by the Board of Directors and the pre-tax earnings
under the Plan may be adjusted for these items.
. Any portion of the bonus pool not awarded to participants will be
retained by the Company.
. If a participant transfers between performance entities during
the year, his or her incentive compensation will be based on the
performance of the respective entities on a pro rata basis from
his or her transfer date as determined by the President.
. A participant must be an employee of the Company on the last day
of the plan year (April 30) to be eligible to receive a bonus. In
unusual circumstances, however, the Board of Directors, upon
recommendation by the Compensation Committee, may grant a
discretionary bonus.
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. The Board of Directors, upon recommendation by the Compensation
Committee, may approve the pro rata participation of a
participant who joins the Company or who is appointed to a key
position within the Company after the outset of the Plan year,
with a pro rata increase in the bonus pool.
4. Participant's Bonus Potential
Each participant's bonus potential will be comprised of the following:
. A Fixed Bonus equal to 75% of each participant's bonus potential will
be based on achievement of corporate or divisional pre-tax earnings
goals, as set forth in the Plan, and
. A Discretionary Bonus up to the remaining 25% of each participant's
bonus potential will be calculated, taking into account the
participant's MBO achievements and other relevant factors during the
year. The discretionary portion of each participant's bonus will take
into account the participant's achievement of management goals
established, and weighted, in July 2002, and approved by the
President. The degree of achievement of these goals will be
recommended by each participant's manager immediately subsequent to
April 30, 2003, and the discretionary bonus, if any, will then be
determined and awarded at the discretion of the Board of Directors,
upon recommendation by the President and the Compensation Committee.
5. The Plan may be amended at any time by the Board of Directors.
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