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EXHIBIT 10.1 (m)
EPS COMPENSATION PROGRAM FOR SENIOR EXECUTIVES
BACKGROUND
Central Parking Corporation (the "Company") historically has had a compensation
philosophy that is extremely entrepreneurial, with low fixed compensation and
high bonus potential. This program, which pre-dated the Company's initial public
offering, was better suited to a private company or partnership than to a public
company. In addition, salary caps imposed on several executives under this
program were viewed as increasingly problematic. As a result, the Company
engaged a compensation consultant to assist in designing a new compensation
program for senior executives. The compensation program is limited to senior
executives with the potential to materially affect the success of the entire
company.
One of the primary goals of this new program is to align senior executives'
compensation more closely with the interests of the Company's shareholders. The
Company has determined that the best way to achieve this goal is to base the
bonus calculations on growth in earnings per share, which is generally viewed as
the primary driver of increases in the Company's stock price.
As part of this new program, the Company will adjust base salaries upward to
bring them in line with similar public companies. The goal is to place the
salary level of each senior executive in the 75th percentile of similar
companies. The cash compensation levels for each executive for the 1998/99
fiscal year are designed to approximate the cash compensation paid to each
executive during the 1997/98 fiscal year.
The final component of the new program is stock options. Options will be valued
using the Black Shoals method, which values options at 50% of the stock price at
the time the options are granted. A pre-determined amount of stock options will
be awarded to senior executives each year. In addition, if earnings per share
exceed budgeted levels, participants in the program will receive a combination
of cash and options as additional compensation. The total of base salary, target
bonus and value of the stock options granted to each executive represents the
total target compensation of each participant.
The Company also seeks to align the interests of senior management with the
interests of the Company's shareholders through stock ownership by the Company's
executives. The new program seeks to define appropriate levels of ownership for
senior executives.
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TERMS OF THE PLAN
- A bonus pool is established each year based on a formula.
- The formula for the 1998/99 fiscal year is as follows:
- Bonus Pool = 14.2% of [change in EPS X Average Shares
Outstanding]
- The following adjustments will be made in the event of a
merger or acquisition:
- Shares outstanding will be adjusted to reflect any
additional issuance of shares.
- The base year EPS, for use in computing growth, would
be increased to include projected earnings from the
acquired entity, estimated without regard to any
projected increases due to efficiencies, synergies,
etc.
- The goal of this structure is to reward management for
increases "they caused" rather than for increases that
"shareholders bought."
- In the event EPS exceeds the budgeted amount, the additional
compensation to each participant will be composed of cash
and/or additional options.
- Total cash compensation is limited to:
- 120% of base salary and target bonus levels.
- Any additional compensation that is due in the event EPS
exceeds the budgeted amount would be paid in the form of
options and the maximum options would be the cash cap plus 1.2
X the value of the original options, which equals the maximum
compensation for any participant.
- The vesting schedule for maximum compensation options is one
year.
- A sample computation of the bonus is attached as Exhibit A,
which also indicates the growth rates required to maintain the
1998/99 bonus level in future years.
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- Senior executives are expected to maintain stock ownership
levels as follows:
Multiple of Salary
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CEO 4.0 X
COO 3.0 X
Other Participants 2.0 X
Independent Directors 3.0 X
- Participants are required to achieve these levels within four
years of their adoption or the date the executive joins the
company, whichever is later.
- Participants also are required to own stock equal to 25% of
50% of their base salary at the end of the first year.
- All full value shares, including stock units, count towards
this guideline.
- For the purpose of these guidelines, shares are valued as
follows:
- The stock price would be averaged over the last 30
days at the end of the four-year period.
- Under the Company's Deferred Stock Unit Plan, participants can
choose to purchase units on December 15th of each year or
units can be purchased during the following twelve-month
period as follows:
- First 25% on December 15
- Second 25% on March 25
- Third 25% on June 15
- Fourth 25% on September 15
- During the period of this four-quarter cycle, funds not
invested in stock units would be held by the Company and the
interest charge at the Company's prevailing rate would be
paid.
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Sample Calculation
1998/99
Target Pool: $1,685,000
EPS Growth .40
Approximate Number of Shares 30,000,000
Percentage = $1,685,000
----------------- = 13.9% of EPS Change
.40 x 30,000,000
Growth Rates to Maintain 98/99 Bonus Level:
Year Growth Rate
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1999 28.6%
2000 22.0%
2001 18.2%
2002 15.4%
2003 13.3%