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Exhibit 10(xx)
NACCO INDUSTRIES, INC.
1997 ANNUAL INCENTIVE COMPENSATION PLAN
1. PURPOSE OF THE PLAN
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The purpose of the NACCO Industries, Inc. 1997 Annual Incentive
Compensation Plan (the "Plan") is to further the profits and growth of NACCO
Industries, Inc. (the "Company") by enabling the Company to attract and retain
key employees of the Company by offering annual incentive compensation to those
key employees who will be in a position to help the Company to meet its
financial and business objectives.
2. DEFINITIONS
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(a) "Award" means cash paid to a Participant under the Plan for the
Award Term in an amount determined in accordance with Section 4.
(b) "Award Term" means the period from January 1, 1997 through December
31, 1997.
(c) "Base Amount" means for any Participant a dollar amount, which
shall be equal to the salary midpoint for the Salary Points assigned to the
Participant by the Committee for the Award Term multiplied by 60% of the
short-term incentive compensation target percent for those Salary Points.
Attached hereto as EXHIBIT A is a schedule listing the Base Amount for each
Participant for the Award Term.
(d) "Committee" means the Nominating, Organization and Compensation
Committee of the Company's Board of Directors or any other committee appointed
by the Company's Board of Directors to administer this Plan in accordance with
Section 3, so long as any such committee consists of not less than two directors
of the Company and so long as each member of the Committee is not an employee of
the Company or any of its subsidiaries.
(e) "Participant" means any salaried employee of the Company who in the
judgment of the Committee occupies a key position in which his efforts may
significantly contribute to the profits or growth of the Company; provided,
however, that the Committee may select any employee who is expected to
contribute, or who has contributed, significantly to the Company's profitability
to participate in the Plan and receive an Award hereunder; and further provided,
however, that following the end of the Award Term the Committee may make one or
more discretionary Awards to employees of the Company who are not Participants.
Directors of the Company who are also employees of the Company are eligible
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to participate in the Plan. Employees of the Company's subsidiaries shall not be
eligible to participate in the Plan. The Committee shall have the power to add
Participants at any later date in the Award Term if individuals subsequently
become eligible to participate in the Plan. Each Participant shall be notified
that he is eligible to receive an Award for such term and the amount of his Base
Amount. If a Participant receives a change in Salary Points, salary midpoint
and/or short-term incentive compensation target percent, such change and any
resulting change in his Base Amount will be reflected on an amended EXHIBIT A.
Unless otherwise determined by the Committee, a Participant must be both
employed by the Company and a Participant on December 31 of the Award Term, and
the amount of any Award to a Participant who was not also employed by the
Company and a Participant on the first day of the Award Term shall be not more
than the pro-rated amount based upon the number of days actually employed by the
Company in the Award Term. Attached hereto as EXHIBIT A is a schedule listing
the Participants for the Award Term.
(f) "Salary Points" means the salary points assigned to a Participant
by the Committee pursuant to the Hay salary point system, or any successor
salary point system adopted by the Committee.
3. ADMINISTRATION
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This Plan shall be administered by the Committee. The Committee shall
have complete authority to interpret all provisions of this Plan consistent with
law, to prescribe the form of any instrument evidencing any Award granted or
paid under this Plan, to adopt, amend and rescind general and special rules and
regulations for its administration, and to make all other determinations
necessary or advisable for the administration of this Plan. A majority of the
Committee shall constitute a quorum, and the action of members of the Committee
present at any meeting at which a quorum is present or acts unanimously approved
in writing, shall be the act of the Committee. All acts and decisions of the
Committee with respect to any questions arising in connection with the
administration and interpretation of this Plan, including the severability of
any or all of the provisions hereof, shall be conclusive, final and binding upon
the Company and all present and former Participants, all other employees of the
Company, and their respective descendants, successors and assigns. No member of
the Committee shall be liable for any such act or decision made in good faith.
4. AWARDS
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The Committee may, from time to time and upon such conditions as it may
determine, authorize Awards for Participants, which Awards shall be not
inconsistent with, and shall be subject to all of the requirements of, the
following provisions:
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(a) PERFORMANCE TARGETS. The Committee shall determine performance
target descriptions, weightings and targets for the Award Term, which shall be
attached hereto as EXHIBIT B. The Committee shall have the power to add, delete
and amend target descriptions, weightings and targets during the Award Term,
which shall be reflected on an amended EXHIBIT B. No performance targets used in
this Plan shall be used in the Company's Supplemental Annual Incentive
Compensation Plan in the same year.
(b) AWARDS. Following the end of the Award Term, the Committee shall
compare the actual performance against the performance targets for each of the
performance target descriptions. Based thereupon, the Committee shall determine
the total payout percentage under the Plan (the "Payout Percentage"). The
Committee shall then determine the Award for each Participant, which shall be
equal to the Participant's Base Amount, multiplied by the Payout Percentage, and
further adjusted by such other factors, including an individual performance
factor for each Participant, as the Committee shall determine are appropriate;
provided, however, that no Award may be made to any Participant which exceeds
150% of his Base Amount. Promptly following the approval of the final Awards,
the Company shall pay the amount of such Awards to the Participants in cash,
subject to all withholdings and deductions pursuant to Section 5; provided,
however, that no Award shall be payable to a Participant except as determined by
the Committee.
5. WITHHOLDING TAXES
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Any Award paid to a Participant under this Plan, shall be subject to
standard federal, state and local income tax, social security and other standard
withholdings and deductions.
6. AMENDMENT AND TERMINATION
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The Committee may alter or amend this Plan from time to time or
terminate it in its entirety; provided, however, that no such action shall,
without the consent of a Participant, affect the rights in an outstanding Award
of such Participant.
7. GENERAL PROVISIONS
(a) NO RIGHT OF EMPLOYMENT. Neither the adoption or operation of this
Plan, nor any document describing or referring to this Plan, or any part
thereof, shall confer upon any employee any right to continue in the employ of
the Company, or shall in any way affect the right and power of the Company
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to terminate the employment of any employee at any time with or without
assigning a reason therefor to the same extent as the Company might have done if
this Plan had not been adopted.
(b) GOVERNING LAW. The provisions of this Plan shall be governed by and
construed in accordance with the laws of the State of Delaware.
(c) MISCELLANEOUS. Headings are given to the sections of this Plan
solely as a convenience to facilitate reference. Such headings, numbering and
paragraphing shall not in any case be deemed in any way material or relevant to
the construction of this Plan or any provisions thereof. The use of the
masculine gender shall also include within its meaning the feminine. The use of
the singular shall also include within its meaning the plural, and vice versa.
8. EFFECTIVE DATE
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This Plan shall become effective as of January 1, 1997.
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