Exhibit No. 10(C)
2005 PROGRESSIVE CAPITAL MANAGEMENT
BONUS PLAN
1. The Progressive Corporation and its subsidiaries (collectively
"Progressive" or "Company") have adopted the 2005 Progressive Capital
Management Bonus Plan ("Plan") as part of their compensation program for
the Company's investment professionals. The Plan is performance-based and
is administered under the direction of the Compensation Committee of the
Board of Directors of The Progressive Corporation ("Committee").
2. Progressive employees who are assigned primarily to the Company's capital
management function are eligible to be selected for participation in the
Plan. Eligible employees may be selected by the Chief Executive Officer
("CEO") and Chief Human Resource Officer ("CHRO"), acting jointly
(collectively, the "Designated Executives") to participate in the Plan for
one or more Plan years. Participants may also participate in other
gainsharing, bonus or incentive compensation plans maintained by
Progressive, if so determined by the Designated Executives. Plan years
shall coincide with Progressive's fiscal years. For 2005, and each Plan
year thereafter until otherwise determined by the Designated Executives,
the following individuals will be entitled to participate in the Plan:
William Cody, David Benson, Anthony Grandolfo, Dominic Visco, Eleanora
Crosby, Nhu Bragg, Joseph Zhu-Carnevale and Sandy Richards. Other eligible
employees of the Company may be selected for participation in the Plan for
or at any time during a Plan year by the Designated Executives. In such
cases, the Designated Executives will determine whether the newly selected
participant will be eligible to receive a Portfolio Performance Bonus, to
participate in the Discretionary Bonus Pool or both and the Target
Percentage and other terms of participation which will be applicable to
such participant.
3. The Plan offers participants the opportunity to earn bonus compensation
through two (2) separate components: the Portfolio Performance Component
and the Discretionary Bonus Pool Component, as described in Sections 4 and
5 below ("Bonus Components"). The term "Annual Bonus," as used herein,
shall mean the aggregate of all bonuses earned by or awarded to a
participant under the two (2) Bonus Components.
4. The Portfolio Performance Component
A. The amount of the Portfolio Performance Bonus earned by any
participant under the Plan for any Plan year will be determined by
application of the following formula:
Portfolio Performance Bonus = Paid Earnings x Target Percentage x
Portfolio Performance Factor
B. For purposes of the Plan, "Paid Earnings" shall include (a) regular,
used Earned Time Benefit, sick, holiday, funeral and overtime pay
received by the participant during the Plan year for work or
services performed by the participant during the Plan year as an
officer or employee of Progressive, and (b) retroactive payments of
any of the foregoing relating to the same Plan year.
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For purposes of the Plan, Paid Earnings shall not include any (a)
short-term or long-term disability payments, (b) lump sum merit
awards, (c) payments from the merit cash pool, (d) discretionary or
other bonus or incentive compensation awards, (e) the earnings
replacement component of any worker's compensation award or (f) any
unused Earned Time Benefit. If an additional participant is added
during the course of a given Plan year, his or her Portfolio
Performance Bonus will be based on the portion of his or her salary
earned during the part of the Plan year during which he or she
participated in the Plan.
Notwithstanding the foregoing, if the sum of the regular, used
Earned Time Benefit, sick, holiday and funeral pay received by a
participant for a Plan year exceeds his/her salary range maximum for
the Plan year (determined on an individual pay period basis as of
the end of the 24th pay period), then his/her Paid Earnings for that
Plan year shall equal his/her salary range maximum, plus any of the
following items received by such participant for that Plan year: (a)
overtime pay, and (b) retroactive payments of regular, used Earned
Time Benefit, sick, holiday, overtime and funeral pay relating to
that Plan year.
C. The Target Percentages for participants in the Plan shall be
determined by the Committee, but will not exceed 125% for any
participant. Target Percentages may vary among Plan participants and
may be changed from year to year by or under the direction of the
Committee. For 2005, and each Plan year thereafter until otherwise
determined by the Committee, the Target Percentages for the Plan
participants shall be as follows:
Name Target Percentages
- -------------------- --------------------
William Cody 100%
David Benson 100%
Anthony Grandolfo 100%
Dominic Visco 30.0%
Eleanora Crosby 18.75%
Nhu Bragg 11.25%
Joseph Zhu-Carnevale 11.25%
Sandy Richards 6.0%
D. Portfolio Performance Factor
The Portfolio Performance Factor is determined by comparing the
actual performance of designated segments of Progressive's
investment portfolio ("Portfolio Segments") against the
risk-adjusted returns of specified external benchmarks ("Investment
Benchmarks").
The applicable Portfolio Segments, the weighting of the applicable
Portfolio Segments for any participant, the related Investment
Benchmarks and the funds, investments or indexes which comprise the
Investment Benchmarks will be designated, and may be changed from
year to year, by or under the direction of the Committee.
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The Portfolio Performance Factor is based on the Plan year
performance of each designated Portfolio Segment of Progressive's
investment portfolio. Investment results are marked to market in
order to calculate total return, which is then compared against the
risk-adjusted return(s) of the designated Investment Benchmark (or
the investments that make up such Benchmark) to produce a
Performance Score for the applicable Portfolio Segment.
For 2005, and for each Plan year thereafter until otherwise
determined by the Committee, for purposes of the Plan, performance
shall be measured on the basis of a single Portfolio Segment: the
fixed income portfolio ("Fixed Income Portfolio").
Fixed Income Portfolio. At the conclusion of a Plan year, the
returns achieved by the various investments that comprise the
selected Investment Benchmark for the Fixed Income Portfolio will be
risk-adjusted through application of the Modigliani & Modigliani
formula for measuring risk-adjusted performance ("Modigliani
Formula") in accordance with the provisions of Exhibit I hereto, and
ranked according to their respective risk-adjusted returns for the
Plan year. In applying the Modigliani Formula to the Investment
Benchmark for the Fixed Income Portfolio, risk-adjusted returns are
calculated using the standard deviation of three years of quarterly
returns (i.e. 12 data points).
The investment performance achieved by the Fixed Income Portfolio
for the Plan year will then be compared against the risk-adjusted
returns of the various investments which comprise the applicable
Investment Benchmark to determine where the Fixed Income Portfolio's
performance falls when compared to the risk-adjusted returns of the
investments which comprise the Investment Benchmark ("Performance
Ranking"). The Portfolio Performance of the Fixed Income Portfolio
is determined by its Performance Ranking for the Plan year.
The method to be used to calculate Interpolated Values, Linear
Performance Targets and the Portfolio Performance Factor for
purposes of this Plan is attached hereto as Exhibit II.
Performance of the Fixed Income Portfolio shall be measured against
the risk-adjusted return(s) of any one, or a combination of any two
or more, of the following Investment Benchmarks, or such other
benchmark or benchmarks, as shall be designated by the Committee for
the designated Plan year:
Rogers Casey Intermediate Fixed Income Funds
Rogers Casey Limited Duration Fixed Income Funds
Lehman Intermediate Corp./Gov. Index
The applicable Investment Benchmark(s), or combination thereof, will
be selected, and may be changed on an annual or quarterly basis, by
or with the approval of the Committee. For 2005, and for all
subsequent Plan years until
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otherwise determined by the Committee, the performance of the Fixed
Income Portfolio will be measured against the Rogers Casey
Intermediate Fixed Income Funds benchmark. In the event that
different Investment Benchmarks are applicable to different
quarterly periods within a given Plan year, the quarterly
performance results will be combined and the arithmetic mean of such
results will equal the Performance Score for the Plan year.
The Portfolio Performance Factor for any participant can vary from 0
to 2.0, based on actual performance versus the pre-established
Investment Benchmarks.
5. Discretionary Bonus Pool Component
A. For each Plan year, a pool of bonus money will be objectively
determined and made available to the CIO to distribute among
designated participants in his or her sole discretion, subject to
approval by either the CEO, CHRO or the Chief Financial Officer. The
Designated Executives shall designate the individuals, if any, who
are eligible to participate in the Discretionary Bonus Pool for a
given Plan year. For 2005, and each Plan year thereafter until
otherwise determined by the Designated Executives, the eligible
participants for the Discretionary Bonus Pool will be David Benson,
Anthony Grandolfo and Dominic Visco, as well as any other
participants who may be so designated by the Designated Executives
during the course of a Plan Year. The CIO is not obligated to
disburse all of the funds in the bonus pool, and may not disburse
more than the value of the pool. Undisbursed funds will not be
carried over to future years.
B. The Discretionary Bonus Pool is based on the Fixed Income Portfolio
performance and is calculated by adding the product of each
participant's Paid Earnings multiplied by the target percentage
designated by the Designated Executives for the purpose of
determining the amount of the Discretionary Bonus Pool (not to
exceed 20%), multiplied by the performance score of the Fixed Income
Portfolio, which can range from 0 to 2. The Discretionary Bonus Pool
will be calculated using the amount of salary actually paid to
eligible participants during the course of the Plan year.
6. After the end of each Plan year, and after the investment results have
been determined and Benchmark data for such Plan year have become
available, the bonuses earned by each participant pursuant to the
provisions of Sections 4 and 5 of this Plan will be calculated and then
aggregated to determine the Annual Bonus earned by each participant in the
Plan. Subject to the following paragraph and Paragraph 7 below, the Annual
Bonuses for a Plan year will be paid to Plan participants as soon as
practicable thereafter, but no later than March 15th of the following
year.
Any Plan participant who is eligible to participate in The Progressive
Corporation Executive Deferred Compensation Plan ("Deferral Plan") may
elect to defer all or any portion of his or her annual Portfolio
Performance Bonus otherwise payable under this Plan, subject to and in
accordance with the terms of the Deferral Plan. Bonuses based on the
Discretionary Bonus Pool Component are not eligible for deferral under the
Deferred Plan.
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7. Unless otherwise determined by the Committee, and except as otherwise
provided herein, in order to be entitled to receive an Annual Bonus for
any Plan year, the participant must be an active employee of Progressive
on the last day of such Plan year ("Qualification Date"). Any participant
who is on a leave of absence covered by the Family and Medical Leave Act
of 1993, personal leave approved by the Company, military leave or short
or long-term disability on the Qualification Date relating to any Plan
year will be entitled to receive an Annual Bonus for the Plan year based
on the Paid Earnings received by the participant during the Plan year.
Annual Bonus payments made to participants will be net of any legally
required deductions for federal, state and local taxes and other items.
8. If, for any Plan year, an employee has been selected to participate in
both this Plan and another incentive plan offered by the Company, then
with respect to such employee, the Portfolio Performance Bonus formula set
forth in Paragraph 4 hereof will be appropriately adjusted by applying a
weighting factor to reflect the proportion of the employee's total annual
incentive opportunity that is being provided by this Plan. The Designated
Executives shall have full authority to determine the incentive plan or
plans in which any employee shall participate during any plan year and, if
an employee is selected to participate in more than one plan, the
weighting factor that will apply to each such plan.
9. The right to any Annual Bonuses hereunder may not be sold, transferred,
assigned or encumbered by any participant. Nothing herein shall prevent
any participant's interest hereunder from being subject to involuntary
attachment, levy or other legal process.
10. The Plan will be administered by or under the direction of the Committee.
The Committee will have the authority to adopt, alter, amend, modify and
repeal such rules, guidelines, procedures and practices governing the Plan
as it, from time to time, in its sole discretion deems advisable.
The Committee will have full authority to determine the manner in which
the Plan will operate, to interpret the provisions of the Plan and to make
all determinations thereunder. All such interpretations and determinations
will be final and binding on Progressive, all Plan participants and all
other parties. No such interpretation or determination may be relied on as
a precedent for any similar action or decision.
Unless otherwise determined by the Committee, all of the authority of the
Committee hereunder (including, without limitation, the authority to
administer the Plan, select the persons entitled to participate herein or
with respect to the various Bonus Components provided for herein,
interpret the provisions hereof, waive any of the requirements specified
herein and make determinations hereunder and to establish, approve, change
or modify Bonus Components, Component weightings, Investment Benchmarks,
Performance Targets and Target Percentages) may be exercised by the
Designated Officers, acting jointly. If either of said officers is
unavailable or unable to participate, or if either of such positions are
vacant, the Chief Financial Officer may act instead of such officer.
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11. The Plan may be terminated, amended or revised, in whole or in part, at
any time and from time to time by the Committee, in its sole discretion.
12. The Plan will be unfunded and all payments due under the Plan will be made
from Progressive's general assets.
13. Nothing in the Plan shall be construed as conferring upon any person the
right to remain a participant in the Plan or to remain employed by
Progressive, nor shall the Plan limit Progressive's right to discipline or
discharge any of its officers or employees or change any of their job
titles, duties or compensation.
14. Progressive shall have the unrestricted right to set off against or
recover out of any bonuses or other sums owed to any participant under the
Plan any amounts owed by such participant to Progressive.
15. This Plan supersedes all prior plans, agreements, understandings and
arrangements regarding bonuses or other cash incentive compensation
payable or due to any participant from Progressive with respect to the
performance of Progressive's investment portfolio. Without limiting the
generality of the foregoing, this Plan supersedes and replaces the 2004
Progressive Capital Management Bonus Plan (the "Prior Plan"), which is and
shall be deemed to be terminated as of January 1, 2005 (the "Termination
Date"); provided, that any bonuses or other sums earned and payable under
the Prior Plan with respect to any Plan year ended on or prior to the
Termination Date shall be unaffected by such termination and shall be paid
to the appropriate participants when and as provided thereunder.
16. This Plan is adopted and, is to be effective, as of January 2, 2005, which
is the commencement of Progressive's 2005 fiscal year. This Plan shall be
effective for the 2005 Plan year (which coincides with Progressive's 2005
fiscal year) and for each Plan year thereafter unless and until terminated
by the Committee.
17. This Plan shall be interpreted and construed in accordance with the laws
of the State of Ohio.
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EXHIBIT I
METHOD USED TO CALCULATE THE BONUS COMPENSATION FOR PCM FIXED INCOME PORTFOLIO
The Portfolio Performance Factor used to determine the bonus component of PCM
compensation depends on the ranking of the PCM Fixed Income Portfolio Segment's
total return for the Plan year compared to the respective risk-adjusted total
returns of its peers from the Rogers-Casey survey of Intermediate Fixed Income
Fund managers ("R-C Survey"). Because the R-C Survey is only conducted
quarterly, we must use quarterly data for a return's standard deviation. The
annual returns are calculated from the 4 quarterly returns of the year, but the
standard deviation calculation is derived from the most recent 12 quarters (3
years) and converted to annual terms. A fund must have return data for all 12
quarters to be included in the comparison sample.
To calculate the ranking of PCM returns relative to the returns of the fund
managers in the R-C Survey, we adjust the individual R-C fund managers' returns
to match the risk of the PCM Fixed Income Portfolio Segment by applying the
Modigliani & Modigliani (M2) formula. Thus, the raw PCM return and the
risk-adjusted PCM return will be identical, while the individual R-C fund
manager returns will be adjusted according to how much risk each has undertaken
relative to PCM. The formula and definitions are set forth below:
RA Return (fund) = [STDpgr/STDfund] * [Raw Return (fund) - Rf] + Rf
STDpgr = Sample Standard Deviation of PCM Quarterly Returns (Annualized)
for 3 Years (i.e., 12 data points)
STDfund = Sample Standard Deviation of R-C Fund Manager's Quarterly
Returns (Annualized) for 3 Years (i.e., 12 data points)
Raw Return (fund) = Total Return of Individual R-C Fund Manager for 4
Quarters (Annual return)
Rf = "Risk-free rate" 90-day LIBOR Rate at Beginning of Each Quarter for 4
Quarters (Annual return)
Example 1: Example 2:
Fund had more risk than PCM Fund had less risk than PCM
STDpgr = 15% STDpgr = 15%
STDfund = 20% STDfund = 10%
Raw Return (fund) = 8% Raw Return (fund) = 8%
Rf = 4% Rf = 4%
RA Return (fund) = [15% / 20%]*[8% - 4%] + 4% RA Return (fund) = [15% / 10%]*[8%-4%] + 4%
RA Return (fund) = 7% RA Return (fund) = 10%
Because the fund was riskier,its RA return is lower Because the fund was less risky, its RA return is higher
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EXHIBIT II
METHOD USED TO CALCULATE INTERPOLATED VALUES, LINEAR PERFORMANCE TARGETS AND
PORTFOLIO PERFORMANCE FACTOR
Once all the M2 returns are calculated, the data is sorted in descending order
from highest to lowest risk-adjusted return. From here, the process to compute
the Portfolio Performance Factor is employed.
INTERPOLATED VALUES FOR SETTING TOP AND BOTTOM 5% LEVELS
The top 5% and bottom 5% risk-adjusted total return rankings are computed based
on the total number of participants, excluding the PCM return. For example, if
there were 90 participants, the return required to earn a 2.0 portfolio
performance factor would be determined by interpolating between the fourth and
fifth firm's returns, since 5% of 90 = 4.50. The same procedure would be used to
determine the 0.0 portfolio performance factor.
The total returns, computed by Investment Accounting, for the interpolated
positions are calculated as follows (ex. 90 survey participants):
Interpolated= Member 4 return - ((Member 4 Return- Member 5 Return)*0.50)
Member 4 = 5.30%
Member 5 = 5.10%
Member 4.5 (Interpolated Value) = 5.30% - ((5.30%-5.10%)*0.50) = 5.20%
Once the two groups are computed, top and bottom 5%, the remainder of the
Portfolio Performance targets are calculated as follows:
Portfolio Performance target variance = (2.00) / Number of positions from first
participant after the top 5% ranking to the 1st participant in the bottom 5%
ranking. In the case of 90 participants, the number of positions to divide the
2.00 performance factors by would be 83.
The calculation for the Portfolio Performance target variance from 2.00 - 0.00
would be:
2.00 / 83 = .024096 per position for the 90 participant level.
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In the case of a tie in risk-adjusted total returns between participants, each
participant will have the same Portfolio Performance Factor. The next lowest
position would then be stepped down by a factor based on the number of
participants who tie. In the case of a tie between two firms, the step down will
be twice the Portfolio Performance target variance to maintain the proper
stepping to the 0.00 Portfolio Performance Factor level.
Example: If member return number 5 and 6 each had the same score in the 90
participant example, then 5 and 6 would have a Portfolio Performance Factor of
1.97504, which is 2.00 - .024096. The number 7 position in this example would
have a Portfolio Performance Factor of 1.926848, which is the required step down
from 5 to 7.
In addition, if the returns are tied between the interpolated value set for the
2.00 Portfolio Performance Factor and any position below the 2.00 level, those
lower positions will also be set to a 2.00 Portfolio Performance Factor. The
step down factor in the Portfolio Performance targets will work similarly as
noted in the example above. For the last 5% group, all firms with risk adjusted
total returns equaling the last interpolated total return value would have the
same Portfolio Performance Factor as the interpolated value, all others in the
last 5% group would have a 0.00 Portfolio Performance Factor.
Once all the Portfolio Performance targets have been created, from 2.00 to 0.00,
PCM's return is compared to the rankings to determine its Portfolio Performance
Factor. If the PCM return is not in the top or bottom 5% and does not match the
return of any participant, the Portfolio Performance Factor is an interpolated
value between the firms with the next highest and next lowest returns.
The interpolation computation for the Portfolio Performance Factor based on
PCM's return is as follows:
Portfolio Performance Factor of return below PCM return + (PCM's Return - Return
below PCM) / (Return above PCM - Return below PCM) * (Portfolio Performance
Factor of return above PCM - Portfolio Performance Factor of return below PCM)
For the 90 participants example, the calculation of PCM's Portfolio Performance
Factor is: 1.8554 + ((5.47-5.32) / (5.63-5.32) * (1.8795-1.8554) = 1.867061
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