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Exhibit 10.31
NATIONAL PROCESSING COMPANY
SHORT-TERM INCENTIVE COMPENSATION PLAN
FOR SENIOR OFFICERS
Effective February 9, 2000
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ARTICLE 1. THE PLAN AND ITS PURPOSE
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1.1 AMENDMENT AND RESTATEMENT OF THE PREDECESSOR PLAN. This National
Processing Company Short-Term Incentive Compensation Plan for Senior Officers,
effective February 9, 2000 (the "Plan") is an amendment, restatement and
continuation of the National City Processing Company Short-Term Incentive
Compensation Plan for Senior Officers in effect on March 26, 1998 (hereinafter
referred to as the "Predecessor Plan").
1.2 EFFECTIVENESS. This Plan is effective on and after February 9.
2000, to provide for the operation of the Plan on and after such date.
1.3 PURPOSE. The purpose of the Plan is to maximize the Corporation's
profitability and operating success by providing an incentive to Senior Officers
to achieve superior results. The Plan is designed to promote teamwork to achieve
overall corporate success and to motivate individual excellence.
1.4 OPERATION OF THE PLAN. The Plan shall be administered by the
Committee. The Plan operates on a calendar year basis and is subject to the
review, interpretation, and alteration by the Committee. The Plan is intended to
serve only as a guide to the Corporation in determining eligibility for and
amounts of incentive compensation to be awarded under the Plan.
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ARTICLE 2. DEFINITIONS
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2.1 DEFINITIONS. Whenever used herein, the following terms shall have
the meanings set forth below, unless otherwise expressly provided. When the
defined meaning is intended, the term is capitalized.
(a) "Award" shall mean the payment earned by a Participant based on
an evaluation of the individual's achievements, the business units financial
performance and the Corporation's performance. As such, the amount of any Award
under this Plan is determined by decision of and in the discretion of the
Corporation acting through the Committee as hereinafter provided.
(b) "Base Salary" shall mean the annual salary as of the close of
the Plan Cycle, exclusive of any bonuses, incentive pay, special awards, or
stock options.
(c) "Board" shall mean the Board of Directors of the Corporation.
(d) "Change in Control" see Section 10.3
(e) "Committee" shall be composed of the Chief Executive Officer of
the Corporation, the individual at National City Corporation who has primary
responsibility of monitoring the activities of the Corporation and the officer
in charge of Corporate Human Resources at National City Corporation.
(f) "Corporation" shall mean National Processing Company.
(g) "Disability" shall mean the inability, by reason of a medically
determinable physical or mental impairment, to engage in substantial and gainful
activity for a continuous period of 26 weeks or more as determined by the
Committee.
(h) "Early Retirement" shall mean retirement at or after age 55 with
at least ten years of service with the Employer and/or National City Corporation
prior to Normal Retirement.
(i) "Effective Date" see Section 10.4.
(j) "Eligible Employee" shall mean an Employee who is employed in a
position meeting the defined eligibility criteria for participation in the Plan,
as set forth in Article 3.
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(k) "Employee" shall mean an individual employed by an Employer on a
regular active and full-time salaried basis.
(l) "Employer" shall mean the Corporation or any corporation,
organization or entity controlled by the Corporation.
(m) "Implementation Date" see Section 10.5.
(n) "Normal Retirement" shall mean leaving the employ of the
Employer and National City Corporation at or after the age 62 with at least
twenty years of continuous service with the Employer and/or National City
Corporation or at or after the age 65 with at least five years of continuous
service with the Employer and/or National City Corporation.
(o) "Participant" shall mean an Eligible Employee who is approved by
the Committee for participation in the Plan. Such approval shall be on a Plan
Cycle basis and shall be reviewed with respect to each new Plan Cycle.
(p) "Plan" see Section 1.1.
(q) "Plan Cycle" shall mean a period of a calendar year.
(r) "Predecessor Plan" see Section 1.1
(s) "SIP" shall mean the National City Savings and Investment Plan.
(t) "Successor" see Section 10.3(a).
(u) "Vesting Event" shall mean the earliest to occur of the
following dates:
(1) the end of each Plan Cycle
(2) the Effective Date of a Change in Control,
(3) the date a Participant is eligible to retire on a Normal
Retirement
(4) the date a Participant has a Disability, or
(5) the date of a Participant's death,
Each Participant and beneficiary with respect to whom a Vesting
Event has occurred shall be 100% vested in his or her benefits or Awards earned
or accrued hereunder as of the date of said Vesting Event, subject to the
forfeiture provisions of Article 9.
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(v) "Voting Stock" means the then outstanding securities entitled to
vote generally in the election of directors of the Corporation.
2.2 GENDER AND NUMBER. Except when otherwise indicated by the context,
any masculine terminology used herein also shall include the feminine, and the
definition of any term in the singular shall include the plural.
ARTICLE 3. ELIGIBILITY AND PARTICIPATION
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3.1 ELIGIBILITY. Eligibility for participation in the Plan will be
limited to those officers of the Corporation and its subsidiaries who, by the
nature and scope of their position, play a key role in the management, growth
and success of the Corporation, as determined by the Committee.
3.2 PARTICIPATION. Participation in the Plan (including a Participant's
Category) shall be determined by the Committee with respect to each Plan Cycle
prior to the commencement of the Plan Cycle, except as otherwise provided
herein. The Committee may base its approval upon the recommendation of the Chief
Executive Officer of the Corporation. The Committee may classify Senior Officers
for the purposes of the Plan into the following categories:
CATEGORY PERSONS INCLUDED
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Category I President of the Corporation
Category II Executive vice presidents of the
Corporation, and similar
officers
Category III Senior vice presidents of the Corporation
and similar officers Category IV Vice
presidents of the Corporation and
executive officers of major
subsidiaries, and similar officers
Each Eligible Employee approved for participation shall be
notified of the selection as soon after approval as is practicable and shall
become a Participant upon acceptance by him or her of such selection.
3.3 PARTICIPATION FOR PART OF A PLAN CYCLE. In the event an Employee is
an Eligible Employee for only a portion of a Plan Cycle (Participation Portion)
such Eligible Employee may, in the Committee's discretion, be a Participant for
such portion of the Plan Cycle but his or her
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Award will be based upon his or her Base Salary at the end of such Participation
Portion and such Award will normally be prorated to reflect the number of months
in the Participation Portion of the Plan Cycle compared to the number of months
in the total Plan Cycle.
3.4 CATEGORY CHANGES DURING A PLAN CYCLE. In the event a Participant is
promoted or demoted from one Category to another during a Plan Cycle, the
Committee may, in its discretion, (a) continue such Participant in the Category
he or she was in prior to such promotion or demotion, (b) provide for
participation from and after the promotion or demotion to the new Category, or
(c) provide for a combination of (a) and (b).
In the event of a Plan Cycle for which the Participant's
participation is thus split between two Categories, the Award for such Plan
Cycle will normally be prorated to reflect the portions of the Plan Cycle spent
in each Category and each part of the Award will be based upon the Participant's
Base Salary at the end of the appropriate portions of the Plan Cycle.
3.5 PORTIONS OF PLAN CYCLES-SETTING OF INDIVIDUAL OBJECTIVES.
Notwithstanding Sections 3.3 and 3.4, except with respect to Category I
employees, no portion of a Plan Cycle with respect to a Participant shall be
considered to be a separate portion of participation for a Participant unless,
prior thereto, individual achievement objectives are set for such Participant
for such portion of a Plan Cycle pursuant to Article 4, or are waived by the
Committee, in its discretion.
3.6 NO RIGHT TO PARTICIPATE. No Participant or Employee shall have a
right at any time to be selected for current or future participation in the
Plan.
ARTICLE 4. PERFORMANCE MEASUREMENT
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4.1 PERFORMANCE CRITERIA. Performance, for purposes of this Plan,
will be measured in three ways: corporate results, the participant's individual
contribution and the business unit financial results
(a) Corporate Results will be measured by comparing Corporate
performance with respect to key financial ratios with pre-established goals.
Prior to the beginning of each Plan Cycle, the Committee shall establish the key
financial ratio goals and the levels of
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comparative performance at which the presumed, Threshold, Target and Maximum
Awards for Corporate Results may be provided under the Plan.
(b) Individual contribution and business unit financial results
will be measured by comparing actual individual achievements during the Plan
Cycle to established objectives for the Plan Cycle. Prior to the beginning of
the Plan Cycle each Participant shall establish objectives for the Plan Cycle.
Such objectives shall be broad in nature and may be quantitative or qualitative.
The objectives for Senior Officers other than those in Category I shall be
subject to the review, revision and approval of their superiors up to and
including the Chief Executive Officer of National City Corporation.
(c) The weight given to Corporate Results versus Individual
Contribution results may vary based on the corporate position of the
Participant, but will normally be as follows:
Percent Business Percent
Percent Unit Financial Individual
Category(ies) Corporate Results Results
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I 60% 0 40%
II (line units) 40% 60% 0
II (staff units) 40% 0 60%
III (line units) 40% 60% 0
III (staff units) 40% 0 60%
IV (line units) 20% 40% 40%
IV (staff units) 20% 0 80%
4.2 AWARD POTENTIAL. The amount of incentive compensation that may
be awarded to a Senior Officer under this Plan shall be expressed as a
percentage of Base Salary. Such percentage shall normally fall within the range
set forth in the following table:
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Percent of Base Compensation
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Category Threshold Target Maximum
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I 22.5% 45% 120%
II 17.5% 35% 90%
III 12.5% 25% 60%
IV 7.5% 15% 30%
4.3 AWARD CALCULATION AND APPROVAL. A composite evaluation for each
Participant for each Plan Cycle will be determined as of the December 31 on
which the Plan Cycle ends by applying the foregoing provisions of this Article 4
to the individual contribution, business unit financial results and Corporate
results for such Plan Cycle. Based on the composite evaluation, the Chief
Executive Officer of the Corporation shall recommend to the Committee for
approval an appropriate incentive compensation Award for each of the Senior
Officers in Categories II, III and IV. The Committee shall determine an
appropriate incentive compensation Award for the Chief Executive Officer of the
Corporation.
All such Awards may, for convenience purposes, be normally
expressed as a percentage of Base Salary. Upon the approval of the Committee the
amounts of Awards hereunder for a Plan Cycle shall be final.
ARTICLE 5. PAYMENT OF AWARDS
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5.1 FORM AND TIMING OF PAYMENT OF AWARDS. Within 90 days after the end
of the Plan Cycle, the Participant shall be entitled to receive a cash payment
equal to the entire amount of the Participant's Award. Except as otherwise
provided for in Section 5.2, to receive an Award a Participant must be an
Employee on the date on which the Plan Cycle ends. The Committee may terminate a
Participant's Award prior to any Vesting Event if such Participant fails to
continue to be an Employee.
5.2 TERMINATION OF EMPLOYMENT DUE TO RETIREMENT, DISABILITY OR DEATH.
In the event a Participant's employment is terminated during a Plan Cycle by
reason of Normal Retirement,
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Disability or Death, the Participant shall be eligible to receive a pro-rated
Award based on individual contribution during the Participant's participation in
the Plan Cycle, provided however, that the Participant must have been a
Participant in the Plan for at least three months of the Plan Cycle to be
eligible to receive any Award hereunder. Such Awards will be paid within ninety
(90) days following the end of the Plan Cycle. In the event of death, the Award
will be paid to the Participant's estate.
5.3 TERMINATION OF EMPLOYMENT DUE TO EARLY RETIREMENT. The Committee
may elect, in its discretion, to pay a pro-rated Award to a Participant who
terminates employment by means of an Early Retirement; in the absence of such
favorable discretionary action by the Committee, no such pro-rated Award shall
be paid.
5.4 OTHER TERMINATIONS OF EMPLOYMENT. In the event a Participant's
employment is terminated during a Plan Cycle prior to a Vesting Event, the
Participant's participation in such Plan Cycle shall end and the Participant
shall not be entitled to any Award for such Plan Cycle.
ARTICLE 6. RIGHTS OF PARTICIPANTS
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6.1 EMPLOYMENT. Nothing in this Plan shall interfere with or limit in
any way the right of the Corporation to terminate a Participant's employment at
any time, nor confer upon any Participant any right to continue in the employ of
the Employer.
6.2 RESTRICTIONS ON ASSIGNMENTS. The interest of a Participant or his
or her beneficiary under this Plan may not be sold, transferred, assigned, or
encumbered in any manner, either voluntarily or involuntarily, and any attempt
to so anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge
the same shall be null and void; neither shall the benefits hereunder be liable
for or subject to the debts, contracts, liabilities, engagements, or torts of
any person to whom such benefits or funds are payable, nor shall they be subject
to garnishment, attachment, or other legal or equitable process, nor shall they
be an asset in bankruptcy.
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ARTICLE 7. ADMINISTRATION
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7.1 ADMINISTRATION. The Plan shall be administered by the Committee in
accordance with any administrative guidelines and any rules that may be
established from time to time by the Committee. The procedures, standards and
provisions of this Plan for determining eligibility for and amounts of Awards
are intended only as a guide and in themselves confer no rights, duties or
privileges upon Participants nor place any obligation upon the Committee or the
Corporation. Accordingly, the Committee may, in making its determinations
hereunder, deviate from such procedures and standards in whatever manner that
it, in its judgment, deems appropriate.
The Committee shall have full power and authority to interpret,
construe and administer the Plan and its interpretations and construction
hereof, and actions hereunder, including the timing, form, amount or recipient
of any payment to be made hereunder, and its decisions shall be binding and
conclusive on all persons for all purposes.
The Committee may name assistants who may be, but need not be,
members of the Committee. Such assistants shall serve at the pleasure of the
Committee, and shall perform such functions as may be assigned by the Committee.
No member of the Board, the Committee or any assistant shall be
liable to any person for any action taken or omitted in connection with the
interpretation and administration of this Plan unless attributable to his or her
own willful misconduct or lack of good faith.
ARTICLE 8. REQUIREMENTS OF LAW
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8.1 LAWS GOVERNING. This Plan shall be construed in accordance with and
governed by the laws of the State of Ohio.
8.2 WITHHOLDING TAXES. The Corporation shall have the right to deduct
from all payments under this Plan any federal, state or local taxes required by
the law to be withheld with respect to such payments.
8.3 PLAN BINDING ON CORPORATION, EMPLOYEES AND THEIR SUCCESSORS. This
Plan shall be binding upon and inure to the benefit of the Corporation, its
successors and assigns and each Participant and his or her beneficiaries, heirs,
executors, administrators and legal representatives.
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ARTICLE 9. FORFEITURES
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Notwithstanding any provision in this Plan to the contrary excepting
only the provisions of Article 10, in the event the Committee finds
(a) that an Employee or former Employee who has an interest
under this Plan has been discharged by his or her Employer in the reasonable
belief (and such reasonable belief is the reason or one of the reasons for such
discharge) that the Employee or former Employee did engage in fraud against the
Employer or anyone else, or
(b) that an Employee or former Employee who has an interest
under this Plan has been convicted of a crime as a result of which it becomes
illegal for his or her Employer to employ him or her, then any amounts held
under this Plan for the benefit of such Employee or former Employee or his or
her beneficiaries shall be forfeited and no longer payable to such Employee or
former Employee or to any person claiming by or through such Employee or former
Employee.
ARTICLE 10 CHANGE IN CONTROL
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10.1 TREATMENT OF AWARDS. In the event of a Change in Control, the
Corporation shall pay to each Participant who is participating in a Plan Cycle
on the Effective Date of such Change in Control, a lump sum cash payment equal
to the amount hereinafter determined. Such payment shall be paid in cash to the
Participant within five business days after the Implementation Date of such
Change in Control and shall be payment in full to each Participant for the Plan
Cycle, and such Plan Cycle shall be deemed terminated by operation of this
Article 10. No further Plan Cycles shall commence thereafter under this Plan.
10.2 AMOUNT OF PAYMENT. The amount of the payment to be made as a
consequence of a Change in Control shall, with respect to each Plan Cycle, be
equal to the maximum Award which could be paid hereunder to each Participant
pro-rated, however, to reflect late commencement of participation in a Plan
Cycle and/or promotions or Category changes in a Plan Cycle, consistent with
Sections 3.4 and 3.5 of the Plan.
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10.3 DEFINITION OF CHANGE IN CONTROL. "Change in Control" shall mean
the occurrence of any of the following events:
(a) The Company is merged, consolidated or
reorganized into or with another corporation or other legal person
other than NCC, a successor of NCC (direct or indirect, by purchase,
merger, consolidation, reorganization or otherwise) ("Successor"), or
an affiliate of NCC or of a Successor and as a result of such merger,
consolidation or reorganization less than fifty percent of the combined
voting power of the then-outstanding securities of such resulting
corporation or person immediately after such transaction are held by
NCC, a Successor or an affiliate of NCC or of a Successor; or
(b) The Company sells or otherwise transfers all or
substantially all of its assets to another corporation or other legal
person, and as a result of such sale or transfer less than fifty
percent of the combined voting power of the then-outstanding Voting
Stock of such corporation or person immediately after such sale or
transfer is held by NCC, a Successor or an affiliate of NCC or of a
Successor, provided, however, that a Change in Control of NCC
determined by the standards set forth herein or otherwise shall not
constitute a Change in Control of the Company.
10.4 EFFECTIVE DATE OF CHANGE IN CONTROL. Notwithstanding the
foregoing, in the event a Change in Control ultimately results from discussions
or negotiations involving the Corporation or any of its officers or directors,
the "Effective Date" of such Change in Control shall be the date such
discussions or negotiations commenced; otherwise, such Effective Date of a
Change in Control shall be the Implementation Date of such Change in Control.
10.5 IMPLEMENTATION DATE OF CHANGE IN CONTROL. The "Implementation
Date" shall be the earliest to occur of the events specified in subsections (a)
or (b) of Section 10.3. As used herein, the Implementation Date of Change in
Control shall be the last date of the then current Plan Cycle.
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10.6 EFFECT OF CHANGE IN CONTROL. In addition to other vesting under
the Plan, the opportunity of a Participant to participate to the end of the
current Plan Cycle is vested in such Participant in the event of a Change in
Control, as of the Effective Date of such Change in Control.
ARTICLE 11. MISCELLANEOUS
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In the event of the liquidation of the Corporation the Committee may
make any provisions for holding, handling and distributing the amounts standing
to the credit of the Participants or beneficiaries hereunder which, in the
discretion of the Committee, are appropriate and equitable under all
circumstances and which are consistent with the spirit and purposes of these
provisions.
ARTICLE 12. AMENDMENT AND DISCONTINUANCE
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The Corporation expects to continue this Plan indefinitely, but
reserves the right, by action of the Board, to amend it from time to time, or to
discontinue it if such a change is deemed necessary or desirable. However, if
the Board should amend or discontinue this Plan, the Corporation shall remain
obligated under the Plan with respect to (1) Awards made final (and thus
payable) by decision by the Board prior to the date of such amendment or
discontinuance and (2) Awards and rights of any Participant or beneficiary with
respect to whom a Vesting Event has occurred.
Executed this ____ day of _____________, 2000 at Louisville, Kentucky.
NATIONAL PROCESSING COMPANY
By:
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