EXHIBIT (28A)
EXECUTIVE BONUS PLAN
HON INDUSTRIES INC.
As adopted on May 1, 1974, and amended
on April 20, 1976, April 19, 1977,
January 31, 1983, February 5, 1985,
November 4, 1986, July 7, 1988,
May 4, 1992, November 2, 1992,
February 8, 1993, February 14, 1994,
and November 14, 1994
1. Purpose. The Executive Bonus Plan purpose is to encourage a consistently
high standard of excellence and continued employment by officers and selected
other executives of the Corporation and any subsidiary which elects to become a
part of the Plan (electing Subsidiary). The Plan shall be operated at all times
in conformance with applicable government regulations. (As amended January 31,
1983 and May 4, 1992).
2. Participants. All of the officers of HON INDUSTRIES Inc. and electing
Subsidiaries as of the end of each fiscal year and such other executives of HON
INDUSTRIES Inc. and electing Subsidiaries as are selected by the Board of
Directors each year shall be eligible to be Participants. (As amended April 20,
1976 and April 19, 1977.)
3. Payment. Upon final determination of bonus awards by the Board of
Directors, the bonuses shall be paid as follows:
a. Each award for the 1972 fiscal year shall be paid in two
installments: (1) the first, equal to two-thirds of the award, shall be
paid on the first day of the Corporation's March fiscal month following the
end of the 1972 fiscal year; (2) the second, equal to one-third of the
award, shall be paid on the first day of the Corporation's March fiscal
month following the end of the 1973 fiscal year, if earned by the
Participant by continuing service with the Corporation through the date of
payment of the award.
b. Each award for the 1973 fiscal year and each fiscal year
thereafter shall be paid in three annual installments: (1) the first, equal
to one-half of the award, shall be paid on the last day of the
Corporation's February fiscal month following the end of the Corporation's
fiscal year for which the award is made; (2) the second and third, each
equal to one-fourth of the award, shall be paid on the last day of the
Corporation's February fiscal month following the end of each following
fiscal year (until the full amount of the
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award is paid) if earned by the Participant by continuing service with the
Corporation through the date of payment of each installment or if earned as
described in Paragraph 4. (As amended January 31, 1983.)
4. Earn Out. Participants' rights to installments shall vest and be earned
as follows:
a. A Participant's right to all unpaid and undelivered bonus
awards shall vest immediately upon his death or disability, upon
termination of his employment for any reason within 27 months after a
change in corporate control, or upon his retirement after age 55 pursuant
to established retirement policies of the Corporation. Payments to a living
Participant shall be made according to Paragraph 5 as though he continued
in service with the Corporation unless Participant's employment has been
terminated within 27 months after a change in control, in which case
payments shall be made to the Participant no later than 30 days following
such termination. Payments to a deceased Participant shall be made in full
to his legal representatives at such time as determined by the Board of
Directors, but in no event later than the time at which he would have
received such payments had he remained living and employed by the
Corporation. The Board of Directors' decisions concerning disability shall
be final. (As amended February 5, 1985, and November 14, 1994.)
b. A Participant whose employment terminates for any reason
other than death, disability, retirement after age 55 pursuant to
established retirement policies of the Corporation, or a change in
corporate control may retain his rights to earn out unearned bonus awards
only to such extent as the Board of Directors may decide. No installment or
amount paid or delivered prior to the date of the decision of the Board of
Directors shall be required to be returned. (As amended January 31, 1983.)
c. As used above, "change in corporate control" means (i) the
acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of either (a) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (b) the combined voting
power of the then outstanding voting securities of the Company entitled to
vote generally in the election of Directors (the "Outstand ing Company
Voting Securities"); provided, however, that for purposes of this
subsection (i), the following
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acquisitions shall not constitute a Change of Control: (a) any acquisition
directly from the Company, (b) any acquisition by the Company, (c) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or
(d) any acquisition by any corporation pursuant to a transaction which
complies with clauses (a), (b) and (c) of subsection (iii) of this Section
4; or (ii) individuals who, as of the date hereof, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least two-
thirds of the Board; provided, however, that any individual becoming a
Director subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of at least
three-quarters of the Directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of Directors or other
actual or threatened solicitation of proxies or consents by or on behalf of
a Person other than the Board; or (iii) consummation of a reorganization,
merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a "Business Combination"),
in each case, unless, following such Business Combination, (a) all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then out standing shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of Directors, as the case may be, of the
corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company's assets either directly
or through one or more subsidiaries) in substantially the same proportions
as their ownership, immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting Securities,
as the case may be, (b) no Person (excluding any corporation resulting from
such Business Combination or any employee benefit plan (or related trust)
of the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such
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Business Combination or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such
ownership existed prior to the Business Combination and (c) at least a
majority of the members of the Board of Directors of the corporation
resulting from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination; or (iv)
approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.
(As amended November 4, 1986, July 7, 1988, and November 14, 1994.)
5. Cash. Each such bonus shall be paid in cash. (As amended May 4, 1992 and
February 14, 1994.)
6. Administration. The Board of Directors shall have full power to
interpret and administer this Plan from time to time in accordance with the By-
laws of the Corporation except to the extent that the Board of Directors may
have delegated its powers to the Committee on Compensation. Decisions of the
Board of Directors shall be final, conclusive, and binding upon all parties.
7. Forfeitures. A Participant who loses his right to earn out unearned
bonus awards shall receive all earned out portions of bonus awards, if any. The
balance of unearned bonus awards shall not be paid in any form and shall accrue
to the benefit of the Corporation. (As amended February 14, 1994.)
8. Cost. Electing Subsidiaries shall reimburse HON INDUSTRIES Inc. for the
amount of such bonuses which shall be awarded and paid to Participants for
services to such Subsidiaries as determined by the Board of Directors.
9. Limitation on Amount of Individual Bonus. Beginning with the bonus
payable for the 1976 fiscal year and continuing thereafter, the amount of an
individual Participant's award shall not exceed the following:
a. One hundred percent of base salary for the Chairman of the
Board or the President of the Corporation.
b. Seventy-five percent of base salary for the operating head
of any Division or Subsidiary of the Corporation.
c. Fifty percent of base salary for any other officer of the
Corporation or a Subsidiary.
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d. Twenty-five percent of base salary for any other
Participant.
(As amended April 20, 1976.)
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