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EXHIBIT 10.02
EASTMAN CHEMICAL COMPANY
EASTMAN UNIT PERFORMANCE PLAN
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ARTICLE 1. PURPOSE
The Eastman Unit Performance Plan ("UPP", or the "Plan") is a variable
compensation plan for Eastman Chemical Company (the "Company") management level
individuals which is designed to deliver a portion of annual cash compensation
according to business unit performance and the attainment of individual
objectives and expectations. The UPP is intended to provide an incentive for
superior business and individual performance, and to tie the interests of
management-level individuals to the performance of the Company's businesses and,
thereby, the interests of the Company and its shareowners.
ARTICLE 2. RELATIONSHIP TO OTHER VARIABLE COMPENSATION PLANS
Total cash compensation for all Company employees, including Plan participants,
is intended to be competitive with pay in the applicable labor market and in the
chemical industry for similar jobs when target levels of performance are
achieved. Accordingly, a portion of each employee's target pay level is placed
"at risk". Base pay is reduced to below competitive levels, and the difference
between the resulting pay level and the competitive level is made variable and
is "at risk". Depending upon performance, employees may lose the "at risk"
amount, receive some or all of the amount "at risk", or receive an amount in
excess of the pay "at risk".
The annual cash compensation of each participant in the Plan consists of a base
salary and, depending on eligibility and participation level, awards under
variable compensation plans -- the Eastman Performance Plan ("EPP"), the Annual
Performance Plan ("APP") and the UPP.
The portion of pay "at risk" under the Plan is determined for each performance
year for which performance is measured (a "Performance Year") by the
Compensation and Management Development Committee (the "Committee") of the Board
of Directors, based on the recommendation of the Chief Executive Officer
("CEO").
Amounts "at risk" under the UPP are in addition to the pay "at risk" under the
EPP and APP. UPP awards, if any, are paid in a lump sum in March of the year
following the Performance Year.
ARTICLE 3. SUMMARY OF PLAN DESIGN
The UPP is designed so that a pool of dollars ("Bonus Pool") is generated for
each major functional organization (a "Unit") within the Company. The amount
generated for a Unit Bonus Pool will equal (1) the aggregate of the UPP pay at
risk for each eligible participant in the Unit, multiplied by (2) a percentage
(the "Unit Performance Factor") determined by performance compared to pre-set
Unit performance goals. Generally, the Unit Performance Factor can range from
0%, if Unit performance goals are not met, to 200% for specified above-goal
performance. For those Units for which quantitative performance goals can be
established ("Business Group Units"), the performance goals and correlative Unit
Performance Factors will be established as soon as practicable, either prior to
the beginning of each Performance Year or as soon as reasonably determinable at
the beginning of the Performance Year. The performance goals and correlative
Unit Performance Factors are established by the
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Committee, based upon the recommendation of the CEO, following consultation
between the CEO and the head of each such Unit. For those Units for which
quantitative performance measures are not feasible (for example, Units
consisting of staff and support services whose role is to support Business Group
Units), the Unit Performance Factor will be an average of the actual Unit
Performance Factors for the Business Group Units.
At the end of each Performance Year, the Committee will certify Unit performance
in relation to the pre-established performance goals, thereby determining the
Unit Performance Factor and Bonus Pool for each Unit. Within each Unit,
management will exercise discretion in allocating the Bonus Pool for individual
payouts. The payouts will be based on the attainment of individual objectives
and expectations established at the beginning of such Performance Year by Unit
management for each individual participant. Maximum potential for an individual
award could exceed two times that person's UPP pay at risk, based on Unit
management's assessment of individual performance. However, the sum of all
individual awards cannot exceed the Bonus Pool for the Unit.
ARTICLE 4. ELIGIBILITY AND PARTICIPATION
4.01 GENERAL ELIGIBILITY
The UPP is designed for management-level individuals who have an impact on the
financial performance of the Company. Prior to or at the time Unit performance
goals are established for a Performance Year, the Committee, upon the
recommendation of the CEO, will confirm in writing the eligibility criteria for
participation in the UPP for such Performance Year and the portion of each
participant's pay at risk under the Plan.
4.02 NEW PARTICIPANTS DURING THE PERFORMANCE YEAR
Individuals who are appointed to positions eligible for UPP participation during
the Performance Year become eligible for participation on the first day of the
month of the appointment. Individuals who become participants during the
Performance Year will be eligible to receive a UPP award based on the discretion
of Unit management. Each participant's UPP pay at risk will be allocated to the
Unit Bonus Pool based upon the number of months in an eligible position during
the Performance Year. For example, if an individual was promoted to an eligible
position within his or her Unit in the ninth month of the Performance Year, the
allocation of the funds to that Unit Bonus Pool with respect to that individual
would be determined by multiplying the Unit Performance Factor times four
twelfths (4/12) of such person's UPP pay at risk as if he or she had been
eligible under the UPP for the entire Performance Year.
4.03 JOB CHANGES DURING THE PERFORMANCE YEAR
Participants who change jobs during a Performance Year, which results in a
change of their Unit affiliation, will be eligible to receive a UPP award from
each such Unit, at the discretion of Unit management. UPP pay at risk amounts
for such participants will be pro-rated among the applicable Unit Bonus Pools to
reflect such job changes during the Performance Year.
4.04 TERMINATIONS
In the event an eligible participant (1) retires, (2) dies, (3) becomes disabled
under the Eastman Long-Term Disability Plan, or (4) terminates employment as a
result of, pursuant to, or in connection with layoff, special separation,
divestiture, or similar circumstances, such person's UPP pay at risk will be
allocated to his or her Unit's Bonus Pool for such Performance Year based on the
number of months served, and he or she will be eligible to receive a UPP award
for such Performance Year at the sole discretion of the Unit management.
Participants who terminate employment with the Company for reasons other than
those specified under this Section 4.04 will be credited to a Bonus Pool and
eligible to receive an award under the UPP only if they were actively employed
on the last scheduled workday of the Performance Year.
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ARTICLE 5. PERFORMANCE YEAR AND PERFORMANCE GOALS
5.01 PERFORMANCE YEAR
The Plan's Performance Year shall be the calendar year beginning on January 1
and ending on December 31.
5.02 PERFORMANCE GOALS
Each year, the CEO will recommend to the Committee, based upon consultation with
the head of each Business Group Unit, performance goals for each Business Group
Unit for a given Performance Year. Either by the first day of the Performance
Year, or such later date as is practicable, the Committee shall establish in
writing, with respect to the Performance Year, a target objective(s) with
respect to such performance goals and formulae or methods for computing the
applicable Unit Performance Factor based on the extent to which such performance
goals are attained. Unit Performance Factors can range from 0%, if Unit
performance goals are not met, to 200% for specified above-goal performance.
Performance goals for Business Group Units may be based upon any quantitative
and objectively determinable business or financial criteria, alone or in
combination, as the CEO and the applicable Unit head shall deem appropriate.
Performance goals need not be established for all Units, since the Unit
Performance Factor for each Unit other than those with established performance
goals will be an average of the actual Unit Performance Factors for the Business
Group Units.
Once established, performance goals for a particular Performance Year cannot
be changed during the Performance Year.
ARTICLE 6. AWARD DETERMINATION
6.01 CERTIFICATION OF PERFORMANCE
As soon as practicable following the availability of performance results for the
completed Performance Year, the Committee shall certify each Business Group
Unit's performance in relation to the pre-established goals, thereby determining
the Unit Performance Factor and Bonus Pool for each Unit. To the extent the
performance goals are expressed in standard accounting terms, they shall be
measured according to generally accepted accounting principles as in existence
on the date on which the performance goals are established and without regard to
any changes in such principles after such date.
In determining whether the performance goals have been met, to the extent that
such goals are expressed in terms of financial performance, the Committee may
adjust the financial results for a Performance Year to exclude the effect of
unusual charges or income items or other events which are distortive of
financial results for the Performance Year. Notwithstanding actual Business
Group Unit performance, the Committee may, in its sole discretion, adjust the
amounts of the Unit Bonus Pools to reflect overall Company performance and
business and financial conditions.
6.02 CALCULATION OF BONUS POOL AND INDIVIDUAL AWARDS; REPORT TO COMMITTEE
Based upon each Business Group Unit's performance against the performance goals,
the Unit Performance Factors for each Unit are determined as provided in
Sections 5.02 and 6.01. The amount generated for each Unit Bonus Pool will equal
(1) the aggregate of the UPP pay at risk for each eligible participant in the
Unit, multiplied by (2) the Unit Performance Factor for such Unit. The
management of each Unit shall have the sole discretion to allocate the Unit
Bonus Pool among eligible participants, based on objective or subjective
assessments of the participants' achievement of pre-established goals and
expectations for the Performance Year. To the extent that the sum of individual
awards as allocated by the Unit management within a particular Unit does not
equal the Bonus Pool amount for that Unit, the Unit management shall make
adjustments to individual awards to account for the
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difference. Individual adjustments shall be at the discretion of the Unit
management, but aggregate payouts cannot exceed the total Bonus Pool for the
Unit. Final allocations of the Unit Bonus Pools shall be reported to the CEO,
who shall report the UPP results to the Committee. The Committee shall approve
the UPP award amounts for all executive officers of the Company.
ARTICLE 7. PAYMENT OF AWARDS
UPP awards shall be paid by the Company in March for performance in the previous
Performance Year, based upon the Unit management's allocation of awards from the
Unit Bonus Pools. The Committee has the authority, in its discretion, to defer
payment of a participant's award into the Executive Deferred Compensation Plan
until the participant retires or otherwise terminates employment, if the
Committee determines that payment of the award could result in the participant
receiving compensation in excess of the maximum amount deductible by the Company
for Federal income tax purposes.
ARTICLE 8. SALARY ADJUSTMENTS AND BENEFITS
8.01 SALARY ADJUSTMENT UPON ENTRY INTO THE UPP
The UPP is a variable compensation, or pay at risk, program whereby participants
have their base salary administered on reduced rate ranges. New participants to
the Plan are immediately administered on the reduced rate range for their
assigned salary grade. This may reduce or eliminate promotional increases,
depending upon the person's pay position in the rate range of the new salary
grade. Subsequent salary treatment will depend upon pay/performance
relationships in the reduced rate range for their assigned grade.
8.02 SALARY CONVERSION UPON WITHDRAWAL FROM THE UPP
In unusual circumstances when it is necessary for an individual to be removed
from the Plan, the individual will be placed on a non-UPP rate schedule and the
base salary recalculated. The recalculated base salary will be determined by
calculating the ratio of the individual's base salary prior to removal from the
Plan to the midpoint of the UPP rate schedule, and applying the same ratio to
the midpoint of the non-UPP rate schedule, to determine the new base salary.
Should the removal from the Plan involve a reduction in salary grade, a new rate
in the new salary grade will be selected based upon the individual's applicable
training and experience.
8.03 RELATIONSHIP TO BENEFITS AND OTHER COMPENSATION
The UPP award payout is considered in calculating the basis for other
compensation and benefits. Base salary, the actual UPP payout (if applicable),
the actual APP payout (if applicable), and the actual EPP payout (if
applicable), are included in calculating retirement benefits. Base salary, the
target UPP award payout, the target APP award payout and the target EPP payout
are included in the basis for calculating the actual UPP payout (if applicable),
the actual APP payout (if applicable), the actual EPP payout (if applicable),
life insurance, long-term disability, termination allowance, miscellaneous
expense allowance, and foreign service premium. The base salary rate is the
basis for calculating short-term disability, vacation pay, holiday pay, personal
absence and field allowance.
ARTICLE 9. OTHER TERMS AND CONDITIONS
9.01 CLAIMS
No person shall have any legal claim to be granted an award under the Plan.
Except as may be otherwise required by law, payouts under the Plan shall not be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either
voluntary or
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involuntary. Plan payouts shall be payable from the general assets of the
Company and no participant shall have any claim with respect to any specific
assets of the Company.
9.02 NO EMPLOYMENT RIGHTS
Neither the UPP nor any action taken under the UPP shall be construed as giving
any employee the right to be retained in the employ of the Company or to
maintain any participant's compensation at any level.
9.03 WITHHOLDING
The Company shall have the power and the right to deduct or withhold, or require
a Participant to remit to the Company, an amount sufficient to satisfy Federal,
state, and local taxes (including the participant's OASDI and MEDI obligation)
required by law to be withheld.
ARTICLE 10. ADMINISTRATION
10.01 POWER AND AUTHORITY OF THE COMMITTEE
The Committee shall have full power and authority to administer and interpret
the provisions of the Plan and to adopt such rules, regulations, agreements,
guidelines, and instruments for the administration of the Plan and for conduct
of its business as the Committee deems appropriate or advisable. The Committee
sets and interprets policy, confirms the individual participants in the UPP and
the amounts of "pay-at-risk" under the UPP, establishes annual Unit performance
goals, certifies the extent to which Unit performance goals were satisfied under
the Plan, and approves the UPP award amounts to participants who are executive
officers of the Company.
10.02 COMMITTEE'S DELEGATION OF AUTHORITY
The Committee shall have full power to delegate to any officer or employee of
the Company the authority to administer and interpret the procedural aspects of
the Plan, subject to the Plan's terms, including adopting and enforcing rules to
decide procedural and administrative issues.
10.03 AMENDING OR TERMINATING THE PLAN
By action of the Committee, the Plan may be amended, modified, suspended, or
terminated, in whole or in part, at any time for any reason.
ARTICLE 11. PLAN AUDIT
The Vice President, Human Resources, has responsibility for monitoring and
reporting on the administration and effectiveness of the Plan. The Vice
President's role is to provide independent, objective appraisal and guidance to
both the Committee and the CEO in the administration of the UPP. Each year, the
Vice President will provide a formal review to the Committee and the CEO on the
overall effectiveness of the UPP.
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