Executive Officer Bonus Plan
Whirlpool Corporation
Effective as of January 1, 1994
Contents
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Page
Article 1. General 1
Article 2. Definitions 1
Article 3. Eligibility and Participation 2
Article 4. Award Determination and Payment 2
Article 5. Termination of Employment 3
Article 6. Miscellaneous Provisions 3
Whirlpool Corporation
Executive Officer Bonus Plan
Article 1. General
1.1 ESTABLISHMENT OF THE PLAN. Whirlpool Corporation, a Delaware
corporation (the "Company"), hereby adopts this Plan, which shall be known as
the "Whirlpool Corporation Executive Officer Bonus Plan" (the "Plan").
1.2 PURPOSE. The purpose of the Plan is to motivate senior executive
officers to focus attention on shareholder value, drive performance in support
of this goal and other business goals, and reward individual performance.
1.3 ADMINISTRATION.
(a) The Plan shall be administered by the Committee.
(b) Subject to the limitations of the Plan, the Committee shall: (i)
select from the Executive Officers of the Company, those who shall
partici-pate in the Plan (a "Participant" or "Participants"), (ii)
make Awards in such amounts as it shall determine, (iii) impose
such limitations, restrictions, and conditions upon such Awards as
it shall deem appropriate, (iv) interpret the Plan, (v) correct
any defect or omission or reconcile any inconsistency in this Plan
or in any Award granted hereunder, and (vi) make all other
necessary determinations and take all other actions necessary or
advisable for the implementation and administration of the Plan.
The Committee's determinations on matters within its authority
shall be conclusive and binding upon the Company and all other
Persons.
(c) All expenses associated with the Plan shall be borne by the
Company, subject to such allocation to its subsidiaries and
operating units as it deems appropriate.
Article 2. Definitions
2.1 DEFINITIONS. Whenever used herein, the following terms shall have
the meaning set forth below, unless otherwise expressly provided.
(a) "Award" shall mean the amount earned by a Participant as
determined by the Committee.
(b) "Board" shall mean the Board of Directors of Whirlpool
Corporation.
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(c) "Committee" shall mean the Human Resources Committee of the Board
or such other Committee as is designated by the Board. The members
shall be appointed by the Board of Directors, and any vacancy on
the Committee shall be filled by the Board of Directors.
(d) "Company" shall mean Whirlpool Corporation and its Subsidiaries.
(e) "Executive Officer" shall mean the Chief Executive Officer, the
President, and any Executive Vice President designated by the
Committee.
(f) "Participant" shall mean an Executive Officer who is approved by
the Committee for participation in the Plan for a specified Plan
Year.
(g) "Plan Year" shall mean the Company's fiscal year.
2.2 GENDER AND NUMBER. Except when otherwise indicated by the context,
words in the masculine gender, when used in the Plan, shall include the feminine
gender, the singular shall include the plural, and the plural shall include the
singular.
Article 3. Eligibility and Participation
3.1 ELIGIBILITY. Eligibility for participation in the Plan shall be
limited to Executive Officers subject to the reporting requirements of Section
16 of the Securities Exchange Act of 1934, as amended from time to time, or any
successor Act thereto.
3.2 PARTICIPATION. Participation in the Plan shall be based on the
approval of the Committee, from the Executive Officers eligible for
participation in
the Plan.
Article 4. Award Determination and Payment
4.1 AWARD DETERMINATION. At the end of each Plan Year, the Committee
shall determine the Award for each Participant under the Plan based on such
criteria as the Committee deems appropriate.
4.2 FORM AND TIMING OF PAYMENT. Payment of Awards determined pursuant
to Section 4.1 herein shall be made as the Committee, in its discretion, shall
determine.
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Article 5. Termination of Employment
In the event a Participant's employment is terminated for any reason
including death, disability, retirement, reduction-in-force, transfer to an
affiliate not included in the Plan, change in control, and voluntary and
involuntary terminations, the Participant shall receive an Award for the Plan
Year in which the termination occurs only if the Committee approves, based on
criteria it deems appropriate.
Article 6. Miscellaneous Provisions
6.1 TAX WITHHOLDING. The Company shall have the right to deduct from
all payments under this Plan any foreign, Federal, state, or local taxes
required by law to be withheld with respect to such payments.
6.2 AMENDMENTS. The Company, in its absolute discretion, without
notice, at any time and from time to time, may modify or amend, in whole or in
part, any or all of the provisions of this Plan, or suspend or terminate it
entirely.
6.3 INDEMNIFICATION. Each person who is or shall have been a member of
the Committee or the Board of the Company shall be indemnified and held harmless
by the Company against and from any loss, cost, liability, or expense,
including, without limitation, fees and expenses of legal counsel, that may have
been imposed upon or reasonably incurred by him in connection with or resulting
from any claim, action, suit, or proceeding to which he may be a party or in
which he may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him in settlement
thereof, with the Company's approval, or paid by him in satisfaction of any
judgment in any such action, suit, or proceeding against him, provided he shall
give the Company an opportunity, at its own expense, to handle and defend the
same before he undertakes to handle and defend it on his own behalf. The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such person may be entitled under the Company's
Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any
power that the Company may have to indemnify him or hold him harmless.
6.4 RIGHTS OF PARTICIPANTS. Nothing in this Plan shall interfere with
or limit in any way the right of the Company to terminate or change a
Participant's employment at any time, nor confer upon any Participant, any right
to continue in the employ of the Company for any period of time or to continue
his present or any other rate of compensation. No Participant in a previous Plan
Year, shall have a right to be selected for participation in a current or future
Plan Year.
6.5 GOVERNING LAW. The Plan shall be construed in accordance with and
governed by the laws of the State of Michigan.
6.6 EFFECTIVE DATE. The Plan shall be deemed effective as of January
1, 1994.
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IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers effective as of January 1, 1994.
WHIRLPOOL CORPORATION
By:_____________________________________
Its:_________________________________
ATTEST:
By:________________________________
Its:__
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