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Exhibit 10.7
DESCRIPTION OF OFFICERS' INCENTIVE COMPENSATION
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Officers are assigned earnings allocation factors related to their
responsibility. The amount of incentive compensation depends on the Company's
attainment of a standard return on beginning equity. Performance above or
below the standard affects incentive compensation accordingly. An officer
receives 100% of his allocation in cash unless he elects to take a portion in
the form of Restricted Book Value Shares pursuant to an election procedure
established by the Company. In December 1995, the Company's Board of Directors
excluded from the calculation the expenses recorded in 1995 relative to the
spinoff of Roadway Express, Inc., the discontinuance of Roadway Global Air,
Inc. and the consolidation of the companies comprising the regional carrier
group.
Subject to the conditions set forth below, approximately 75% of the cash
portion of an officer's allocation is estimated and paid as soon as possible
after January 1 of the year following the year for which the incentive
compensation was calculated (the Plan Year); and the balance of the cash and
any Restricted Book Value Shares are distributed at the Company's convenience
after Caliber's independent auditors certify the total amount of incentive
compensation payable, but in no case later than March 16 of the year after the
Plan Year.
Notwithstanding the provision requiring completion of service in the Company's
employ for the full Plan year, if an officer is not in the Company's employ on
December 31 of the Plan Year, the officer shall be allocated a portion (based
upon full weeks of service during the Plan Year) of the amount of his officer's
allocation that would otherwise have been earned for a full year performance if
any of the events of termination of employment described in Items (a), (b), (c)
and (d) below (including any conditions applicable to such events) have
occurred during the Plan Year; but the officer is allocated his entire
officer's allocation if his employment has been terminated pursuant to the
event described in Item (c) below. Any amounts are then paid in the manner
described above. The events of termination referred to above in this paragraph
are as follows:
(a) Death;
(b) Disability requiring retirement from gainful employment, provided that
the terms of Items (d)(ii) and (iii) below are complied with, unless
waived by the Company's Board of Directors;
(c) Retirement at or after the Officer's normal retirement date provided
the terms of Items (d)(i), (ii) and (iii) below are complied with,
unless waived by the Company's Board of Directors;
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(d) Termination of employment for reasons other than as set forth in the
preceding Items (a), (b), (c) or (e) below, provided that, in each
such case, termination occurred under such circumstances that the
Board of Directors determined that the officer acted at all times in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the Company; and upon condition that
he execute an agreement obligating him:
(i) not to accept employment with or render service in any manner
to a competitor of the Company for the period ending
with the distribution in full of the officer's allocation;
(ii) not to disclose to anyone confidential and secret information
that is a competitive asset of the Company, including,
without limitation, (1) customer information such as names,
addresses, sales histories, purchasing habits, credit status
and pricing levels, (2) prospective customer information and
lists, (3) product and system specifications, schematics,
designs and concepts developed by the Company; (4) personnel
data, (5) Company policy and procedural manuals and memoranda,
and (6) other confidential information used by the Company to
conduct its business; and
(iii) to deliver to the Company at the time of his termination of
employment all originals and copies of documents of
every kind and nature received by him in the course of his
employment with the Company which are in his care, custody and
control, except only such documents as are necessary to
evidence rights and obligations after the date of termination.
(e) Termination of employment initiated by the Company for reasons other
than as set forth in Items (a), (b) or (c) above, provided
that, in each case, such termination occurred under such circumstances
that the Board of Directors determined that the officer acted at all
times in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company and upon condition
that he execute an agreement obligating him to comply with at least
the provisions of Items (d)(ii) and (iii) above.
In the event the officer's employment terminates prior to December 31 of the
Plan Year and his termination does not fall within any of the events (including
any of the conditions applicable to such events, set forth in Items (a), (b),
(c), (d) or (e) above) then the officer does not receive any part of his
officer's allocation of incentive compensation for the Plan Year in question.