1
Subject: PERFORMANCE INCENTIVE PLAN - C 98 (REV)
Exhibit 10.l
POLICY
- ------
CERTAIN EXEMPT EMPLOYEES OF THE CORPORATION AND ITS SUBSIDIARIES SHALL BE GIVEN
CONSIDERATION FOR PAYMENT UNDER THE CORPORATION'S PERFORMANCE INCENTIVE PLAN
PROVIDED THEY HAVE COMPLETED SIX (6) MONTHS OF SERVICE BY CALENDAR YEAR END.
PAYMENTS WILL BE CONSIDERED ON THE BASIS OF CORPORATE AND HUFFY
COMPANY FINANCIAL RESULTS AND, FOR SOME POSITIONS, INDIVIDUAL
PERFORMANCE AGAINST OBJECTIVES.
THE SCHEDULES SET FORTH BELOW ARE GUIDELINES ONLY AND PAYMENTS MAY BE MODIFIED
OR OMITTED BY MANAGEMENT, OR BY THE COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS, IN THEIR SOLE DISCRETION.
PAYMENTS SHALL BE MADE ONLY TO EMPLOYEES WITH AT LEAST "MEETS SOME BUT NOT ALL
PERFORMANCE REQUIREMENTS" JOB EVALUATION.
FINANCIAL INCENTIVE
- -------------------
Incentive opportunity as a % of
I. Basis and Level of Awards Actual Base Salary
------------------------- ---------------------------
Thresh. Target Max. (REV.)
------- ------ -----
A. Chairman
--------
Corporate E.P.S. vs. PP 10.0% 20.0% 40.0% (REV.)
Corporate RONA vs. PP 10.0% 20.0% 40.0% (REV.)
------- ------ -----
20.0% 40.0% 80.0% (REV.)
B. Other Corporate Officers
------------------------
Corporate E.P.S. vs. PP 6.0% 12.0% 24.0% (REV.)
Corporate RONA vs. PP 6.0% 12.0% 24.0% (REV.)
------- ------ -----
12.0% 24.0% 48.0% (REV.)
C. Huffy Company Heads
-------------------
1. HBC, HSC, HSF TTH and WIS
Huffy Company RONA vs. PP 6.0% 12.0% 24.0% (REV.)
Huffy Company EBIT vs. PP 6.0% 12.0% 24.0% (REV.)
------- ------ -----
12.0% 24.0% 48.0% (REV.)
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Part No. TS 136 Page 1 of 15
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Subject: PERFORMANCE INCENTIVE PLAN - C98
D. Huffy Company Staffs
--------------------
1. HBC, HSC, WIS, TTH and HSF
Huffy Company RONA vs. PP 3.0% 6.0% 12.0% (REV.)
Huffy Company EBIT vs. PP 3.0% 6.0% 12.0% (REV.)
----- ----- -----
6.0% 12.0% 24.0% (REV.)
E. Corporate Exempt
----------------
1. Positions with 700 or more Hay points
Corporate E.P.S. vs. PP 3.0% 6.0% 12.0% (REV.)
Corporate RONA vs. PP 3.0% 6.0% 12.0% (REV.)
----- ----- -----
6.0% 12.0% 24.0% (REV.)
2. Positions with less than 700 Hay points
Corporate E.P.S. vs. PP 2.0% 4.0% 8.0% (REV.)
Corporate RONA vs. PP 2.0% 4.0% 8.0% (REV.)
----- ----- -----
4.0% 8.0% 16.0% (REV.)
F. Other Exempt
------------
1. Huffy Company Exempt (except HSF Exempt;
WIS Field Management (see Policy 128-A for
WIS Field Management personnel) and Exempt;
TTH Wood Mills Exempt Employees; and TTH
Sales Managers)
Huffy Company EBIT vs. PP 2.5% 5.0% 10.0% (REV.)
Huffy Company RONA vs. PP 2.5% 5.0% 10.0% (REV.)
----- ----- -----
5.0% 10.0% 20.0% (REV.)
2. HSF District Managers
District Gross Field Profit % vs. PP 0.625% 2.5% 5.0% (REV.)
District Gross Field Profit $ vs. PP 0.625% 2.5% 5.0% (REV.)
Huffy Company EBIT vs. PP 1.25 % 2.5% 5.0% (REV.)
Huffy Company RONA vs. PP 1.25 % 2.5% 5.0% (REV.)
------ ----- -----
3.75 % 10.0% 20.0% (REV.)
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Part No. TS 136 Page 2 of 15
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Subject: PERFORMANCE INCENTIVE PLAN - C 98
F. Other Exempt (Cont'd)
---------------------
3. HSF Area Managers (REV.)
(REV.)
Area Gross Field Margin % vs. PP 0.625% 2.5% 5.0% (REV.)
Area Gross Field Margin $ vs. PP 0.625% 2.5% 5.0% (REV.)
Huffy Company EBIT vs. PP 1.25 % 2.5% 5.0% (REV.)
Huffy Company RONA vs. PP 1.25 % 2.5% 5.0%
------ ----- -----
3.75 % 10.0% 20.0%
4. Zone Merchandising Managers
Zone AGMM*% vs. PP% 0.625% 2.5% 5.0% (REV.)
(*Adjusted Gross Merchandising Margin)
HSF EBIT vs. PP 0.625% 1.25% 2.5% (REV.)
HSF RONA vs. PP 0.625% 1.25% 2.5% (REV.)
------ ----- -----
1.875% 5.00% 10.0% (REV.)
5. Merchandising Operations Manager
Gross Merchandising Profit % vs. PP% 1.25% 5.0% 10.0% (REV.)
HSF EBIT vs. PP 1.25% 2.5% 5.0% (REV.)
HSF RONA vs. PP 1.25% 2.5% 5.0% (REV.)
------ ----- -----
3.75% 10.0% 20.0% (REV.)
6. HSF Other Exempt
Huffy Company EBIT vs. PP 2.5% 5.0% 10.0% (REV.)
Huffy Company RONA vs. PP 2.5% 5.0% 10.0% (REV.)
---- ----- -----
5.0% 10.0% 20.0% (REV.)
7. TTH Wood Mills Exempt
Huffy Company EBIT vs. PP 2.5% 5.0% 10.0%* (REV.)
Huffy Company RONA vs. PP 2.5% 5.0% 10.0%* (REV.)
Huffy Company Gainsharing Plan 0.0% -- 12.0%* (REV.)
---- ----- -----
5.0% 10.0% 20.0%* (REV.)
<FN>
* Either category of incentive payment may pay up to the maximum award shown,
but the maximum total incentive payable shall not exceed 20.0%.
</FN>
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Part No. TS 136 Page 3 of 15
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Subject: PERFORMANCE INCENTIVE PLAN - C 98
(REV.)
Thresh. Target Max.
------- ------ -----
9. All WIS exempt positions with Manager or
Director titles (excluding WIS National Sales
Manager and WIS Field Management Personnel)
Huffy Company EBIT vs. PP 2.5% 5.0% 10.0% (REV.)
Huffy Company RONA vs. PP 2.5% 5.0% 10.0% (REV.)
------- ------ -----
5.0% 10.0% 20.0% (REV.)
10. Other WIS Exempt and WIS Service
Managers, and WIS Managers in
Training (excluding WIS Field
Management and WIS National Sales
Manager
Huffy Company EBIT vs. PP 1.25% 2.5% 5.0% (REV.)
Huffy Company RONA vs. PP 1.25% 2.5% 5.0% (REV.)
------- ------ -----
2.50% 5.0% 10.0% (REV.)
II. Corporate Internal Audit Staff
------------------------------
Corporate Internal Audit staff are members of the Corporate Exempt category
and incentive recommendations will generally be made on that basis. Such
incentive recommendations will be subject to approval by the Audit
Committee of the Board of Directors.
III. Award Scales(1)
---------------
Huffy Company (excluding HSF) RONA vs. Plan
Huffy Company EBIT vs. Plan % of Targeted
Corporate RONA vs. Plan Award Earned(2)
--------------------------- -------------
Under 90% -0-
90% Threshold 50
95% 75
100% Target 100
105% 133 1/3
110% 166 2/3
115% Maximum 200
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Part No. TS 136 Page 4 of 15
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Subject: PERFORMANCE INCENTIVE PLAN - C 98
Corporate RONA vs. Plan % of Targeted
Corporate EPS vs. Plan Award Earned(2)
----------------------- --------------- (REV.)
Under 90% -0-
85% Threshold 25
90% 50 (REV.)
95% 75 (REV.)
100% Target 100
110% 150
120% Maximum 200 (REV.)
(REV.)
% of Targeted
HSF RONA vs. Plan Award Earned(2)
----------------- --------------
Under 90% -0-
90% Threshold 50
95% 75
100% Target 100
105% 150
110% Maximum 200
HSF District Gross % of Targeted
Field Profit $ vs. PP Award Earned(2)
--------------------- --------------
Under 90% -0-
90 25
100 100
110+ 200
HSF Area Gross Field % of Targeted
Margin $ vs. PP Award Earned
-------------------- ------------
Under 90% -0-
90 25
100 100
110+ 200
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Part No. TS 136 Page 5 of 15
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Subject: PERFORMANCE INCENTIVE PLAN - C 98
HSF District Gross Field Profit % vs. PP % of Targeted
HSF Area Gross Field Margin % vs. PP Award Earned
------------------------------------ ------------
Greater than -1.00% below -0-
-1.00 Threshold 25
-0.67 50
-0.33 75
Profit Plan% Target 100
+0.5 133
+1.0 167
+1.5 Maximum 200
HSF Merchandising Actual Gross Field Profit Percent vs. PP%
-----------------------------------------------------------
Greater than 1.00% below 0
1.00 Threshold 25
0.67 50
0.33 75
Profit Plan % Target 100
+0.5 133
+1.0 167
+1.5 Maximum 200
Zone AGMM*% vs. PP%
-------------------
Greater than 1.00% below 0
--1.00 Threshold 25
--0.67 50
--0.33 75
Profit Plan % Target 100
+0.5 133
+1.0 167
+1.5 Maximum 200
1. The scales are sliding. When actual performance falls between the
points on the scale, it will be adjusted to the nearest 1/10th of
1% and interpolated to determine the award level.
2. Percent of targeted award earned is used as a multiple of incentive
target which varies by level of employee. Refer to Section I.
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Part No. TS 136 Page 6 of 15
7
Subject: PERFORMANCE INCENTIVE PLAN - C 98
IV. Positions Covered
A. Corporate Officers and Huffy Company Presidents
Corporate Officers
------------------
Chairman, President and CEO (REV.)
Vice President - Finance and CFO
Vice President - Controller
Vice President - General Counsel and Secretary
Vice President - Treasurer and Director, Investor Relations
Huffy Company Presidents
------------------------
President and General Manager - Huffy Bicycle Company
President and General Manager - Huffy Sports Company
President and General Manager - Washington Inventory Service
President and General Manager - Huffy Service First, Inc.
President and General Manager - True Temper Hardware Company
B. Huffy Company Staff
* HBC
---
V.P./G.M. - Celina
V.P. Marketing
V.P. Controller
V.P. Global Sourcing and Logistics
V.P. Human Resources
V.P. Sales
V.P. Engineering
V.P. Operations (REV.)
* HSC
---
V.P. Sales
V.P. Controller
V.P. Materials Management
V.P. Global Operations
V.P. Marketing & New Business Development (REV.)
* HSF
---
V.P. Operations
V.P. Controller
V.P. Sales/Marketing
V.P. Human Resources
General Counsel
V.P. Merchandising
- --------------------------------------------------------------------------------
Part No. TS 136 Page 7 of 15
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Subject: PERFORMANCE INCENTIVE PLAN - C 98
* WIS
---
V.P. Operations
V.P. Finance and Controller
V.P. Technology & Information Systems
V.P. Sales and Account Management
V.P. Human Resources
* TTH
---
V.P. Sales and Service (REV)
V.P. Operations
V.P. Controller
V.P. Human Resources
Managing Director, TT Ireland
Director, Marketing (REV)
Director, Information Services and Technology (REV)
V. Individual Personal Objectives
------------------------------
Incentive Opportunity as a % of
Actual Base Salary
-------------------------------
Below
Position Threshold Threshold Maximum
-------- --------- --------- -------
A. Chairman, President & CEO 0% 10.0% 20.0%
------------------------
B. Corporate Officers and
----------------------
Huffy Company Heads 0% 6.0% 12.0%
----------------------
Incentive Opportunity as a % of
Actual Base Salary
-------------------------------
Below
Position Threshold Threshold Maximum
-------- --------- --------- -------
D. Huffy Company Staff 0% 3.0% 6.0%
-------------------
E. Corporate Exempt
----------------
1. Positions with 700 or
more Hay Points 0% 3.0% 6.0%
2. Positions with less than
700 Hay Points 0% 2.0% 4.0%
For those individuals who have a portion of their incentive measured on this
basis, the following implementation procedure will be used:
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Part No. TS 136 Page 8 of 15
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Subject: PERFORMANCE INCENTIVE PLAN - C 98
1. Each individual will draw up objectives covering the calendar year
based on supporting the supervisor's objectives and his own.
2. These objectives should have the following characteristics:
a) Not be associated with EBIT or RONA goals in the Profit Plan.
(Financial goals for such things as cost reduction or similar
projects are appropriate goals.)
b) Be as specific and as measurable as to successful attainment as
possible. (A project need not be completed in the calendar year. The
objective can be to obtain a specific status in the project by
calendar year end.)
c) 1) Chairman shall develop no more than 7 to 8 objectives. (REV.)
2) Other Corporate Officers and Huffy Company Presidents shall
each develop no more than 6 objectives.
3) Huffy Company Staff and Corporate Officer Direct Reports in
positions with 700 or more Hay points and Other Corporate
Exempt shall each develop no more than 3 objectives.
d) A "degree of difficulty" should be assigned to each objective on the
basis of 1 to 10.
3. The objectives and degrees of difficulty shall be reviewed between the
individual and his supervisor and agreement reached on:
a) Completeness of list
b) State of objectives
c) Degree of difficulty
It is the supervisor's responsibility to ensure that there is some
consistency in the measurement of "degree of difficulty" among all his
subordinates, and the Corporate Officer's responsibility to review for
consistency in measurement of "degree of difficulty" among Huffy Company
Staff personnel within his function.
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Part No. TS 136 Page 9 of 15
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Subject: PERFORMANCE INCENTIVE PLAN - C 98
4. Personal Objectives Schedule
----------------------------
Upon Approval by The CEO's objectives shall be communicated to
Compensation the Corporate Officers and Huffy Company
Committee Presidents promptly following approval
by Compensation Committee of the Board of
Directors.
15 days later Corporate Officers and Huffy Company Presidents
shall develop their objectives and submit them
to their respective supervisor.
10 days later Corporate Officers' and Huffy Company
Presidents' objectives shall be approved by the
CEO. Corporate Officers and Huffy Company
Presidents shall communicate their approved (REV.)
objectives to their respective Corporate
Officer Direct Reports in positions with 700 or
more Hay points ("Corporate Staff") and Other
Corporate Exempt and Huffy Company Staffs
("Huffy Staff").
30 days later Huffy Staff personnel shall have submitted and
received approval of their objectives from their
respective Huffy Company President. Corporate Staff
shall have submitted and received approval of their
objectives from their respective Corporate Officer.
Other Corporate Exempt shall have submitted and
received approval of their objectives from their
respective Corporate Staff supervisor or, if
applicable, supervising Corporate Officer.
5. Personal Objectives Results Schedule
------------------------------------
First Friday in Corporate Staff and Other Corporate Exempt shall
December submit their results for the year ending for
evaluation to the appropriate Corporate Officer and
immediate supervisor, respectively, and, with respect
to Huffy Staff, to their Huffy Company President.
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Part No. TS 136 Page 10 of 15
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Subject: PERFORMANCE INCENTIVE PLAN - C 98
10 days later Personal objective results for Corporate Staff,
Other Corporate Exempt and Huffy Company Staff shall
have been reviewed and have received comments as
follows:
* Corporate Officers shall
comment to their Corporate Staff
and Other Corporate Exempt, if
immediately supervised.
* Supervisors of Other Corporate
Exempt.
* Huffy Company Presidents to
Huffy Staff.
10 days later CEO provides Compensation Committee of Board of
Directors with results for evaluation and (REV.)
approval.
5 days later Corporate Staff and Other Corporate Exempt and
personnel results shall be approved by their
immediate supervisors. Huffy Staff personnel results
shall be approved by Huffy Company Presidents.
Corporate Officers and Huffy Company Presidents shall
submit their results for the year ending to the CEO
for evaluation and approval. (REV.)
Feb. 1 The evaluation and approval of personal objectives
results are to be completed.
6. The participant shall evaluate his own performance and then submit
the evaluation to his supervisor who shall review and approve the
evaluation.
This score is not binding. The supervisor shall use his judgment
to arrive at a final rating. However, ONLY performance on the
written objectives shall be evaluated, not performance on any
other matters.
7. Each individual shall be informed by his supervisor of his
performance rating but only AFTER all approvals have been secured.
8. Notwithstanding the foregoing, payments for personal objectives
performance are expressly conditioned upon and made subject to the
following base financial criteria:
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Part No. TS 136 Page 11 of 15
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Subject: PERFORMANCE INCENTIVE PLAN - C 98
All Corporate Exempt
- --------------------
Corporate E.P.S. less than - No bonus shall be paid for
50% of Target E.P.S. for performance of personal
Corporate bonus purposes objectives
Corporate E.P.S. at least - 50% of calculated bonus for
50%, but less than 75%, of performance of personal
Target E.P.S. for Corporate bonus objectives shall be paid
purposes
Corporate E.P.S. 75% or - 100% of calculated bonus for
greater of Target E.P.S. performance of personal
for Corporate bonus purposes objectives
Huffy Companies
- ---------------
Huffy Company EBIT less than 50% of - No bonus shall be paid for
approved Huffy Company Profit Plan performance of personal
objectives
Huffy Company EBIT at least 50%, but - 50% of calculated bonus for
less than 75%, of approved Huffy performance of personal
Company Profit Plan objectives shall be paid
Huffy Company EBIT 75% or greater of - 100% of calculated bonus for
approved Huffy company Profit Plan performance of personal
objectives shall be paid
VI. Implementation
--------------
1. Eligibility
-----------
All exempt employees on the payroll on or before the first
business day of the calendar year shall be eligible for
consideration for a full incentive opportunity.
New Hires: Employee coming on the payroll after the
first business day of the calendar year but on
or before the first business day of July will be
eligible for consideration for one-half the
annual incentive opportunity.
Exception: HSF Regional Operations, District and Area
Managers, and eligible WIS personnel hired after
January 1 of the calendar year shall be eligible
for consideration for the percentage of annual
incentive opportunity shown below:
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Part No. TS 136 Page 12 of 15
13
Subject: PERFORMANCE INCENTIVE PLAN - C 98
Percentage of Annual
Hire Date Incentive Opportunity
--------- ---------------------
During 1st quarter 75%
During 2nd quarter 50%
During 3rd quarter 25%
During 4th quarter 0%
Transfers, Promotions or Demotions: Individuals transferred, promoted or
demoted during the calendar year shall have incentive opportunity as
follows:
Calculation Based on
--------------------
Old Oppor. New Oppor.
---------- ----------
Old Actual New Actual
---------- ----------
Base Salary Base Salary
----------- -----------
Old. Opp. Level New Opp. Level
--------------- --------------
Transferred, Promoted or Demoted
During 1st Quarter 25% 75%
During 2nd Quarter 50% 50%
During 3rd Quarter 75% 25%
During 4th Quarter 100% 0%
Note: Non-exempt and/or hourly employees promoted to exempt positions
are eligible for incentive consideration as above but only for
those quarters in which they held exempt positions. Also, status
changes (including transfers, promotions and demotions, but
excluding new hires) for incentive eligible employees at WIS
which are effective for the first pay period beginning on or
after the first day of the quarter shall be treated for
incentive purposes as if they were effective the last day of the
prior quarter.
Terminations: To be eligible to receive the Profit Sharing payment for a
calendar year, an employee must be on the active payroll at the
time payment for that calendar year is made (date check is
issued) OR HAVE BEEN TERMINATED DUE TO A CURTAILMENT OF
PRODUCTION BETWEEN JULY 1 OF THAT CALENDAR YEAR AND THE DATE OF
BONUS PAYMENT, HAVING MET ALL ELIGIBILITY REQUIREMENTS OF THE
PLAN AND HAVING PERFORMED ALL DUTIES AND RESPONSIBILITIES IN AT
LEAST AN AVERAGE MANNER. UNDER THESE CIRCUMSTANCES, SUCH
EMPLOYEES MUST HAVE BEEN ON THE PAYROLL AT THE BEGINNING OF THE
CALENDAR YEAR IN ORDER TO QUALIFY FOR INCENTIVE FOR THAT
CALENDAR YEAR. APPROVAL OF THE CEO IS REQUIRED IN ALL SUCH
CASES. EXEMPT EMPLOYEES TERMINATED DUE TO A CURTAILMENT OF
PRODUCTION SHALL BE ELIGIBLE FOR INCENTIVE OPPORTUNITY AS
FOLLOWS:
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Part No. TS 136 Page 13 of 15
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Subject: PERFORMANCE INCENTIVE PLAN - C 98
Incentive as percent payment
----------------------------
Termination Date of full Incentive opportunity
---------------- -----------------------------
July 1 - September 30 50%
---------------------
October I - December 31 75%
-----------------------
January 1 - date of payment 100%
---------------------------
Death or Retirement: Employees who retired or died during
or after the calendar year for which incentive is
being calculated and who met the requirement of
being on the active payroll during the year will be
given consideration for an incentive payment on
basis of the following percentage of full incentive
opportunity: retired or died in 1st Qtr - 25%; 2nd
Qtr - 50%; 3rd Qtr - 75%; 4th Qtr - 100%.
Payment for deceased employees shall be made to the
beneficiary designated under the Salaried Employees
Group Term Life Insurance Plan.
Active payroll is defined as receiving wages (recorded on the Federal W-2 form)
from the Corporation or one of the Huffy Companies. Except for those terminated
or retiring or deceased employees described above, employees absent for any
reason and not receiving wages (as defined above) are not considered on the
active payroll.
Exception to the eligibility requirements must be approved
by the CEO (in particular, requests for exceptions
involving transfers and new hires when approval for such
transfer or new hire has been obtained).
2. Payment
-------
Except as noted below, payment for Performance Incentive
shall be annual and shall occur in March of each year for
the prior calendar year's results.
3. Calculations
------------
All incentive calculations will be rounded up to the
nearest $25.00 increment and the minimum incentive payment
to be paid will be $125.00 per employee, provided employee
is eligible for incentive and such incentive is approved.
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Part No. TS 136 Page 14 of 15
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Subject: PERFORMANCE INCENTIVE PLAN - C 98
Definitions
-----------
Consolidated RONA Profit after tax after cost
------------------ of plan plus tax affected
interest expense divided by the
twelve (12) month rolling
average of total assets less
current liabilities excluding
all interest bearing debt.
E.P.S. Earnings per common share.
------
Huffy Company RONA Earnings before
------------------ interest and taxes, tax
affected at the current profit
plan tax rate, divided by the
twelve (12) month rolling
average of total assets other
than goodwill less current
liabilities excluding all
interest bearing debt.
EBIT Earnings before interest and
---- taxes.
Actual Base Salary Employee's actual
------ base salary as of the January
1 of the calendar year for
which bonus is calculated.
Promotion 15% upward difference in Hay
--------- points (see Corporate Policy
113).
Demotion 15% downward difference in Hay
-------- points (see Corporate Policy
113).
Transfer A change in position with
-------- substantially different duties
and responsibilities which
does not constitute a
promotion or demotion.
Distribution of This Policy
- ---------------------------
Restricted to Corporate Officers, Huffy Company Presidents, Huffy Company
Staff, and Corporate Officers Direct Reports in positions with 700 or more
Hay points, except for Policy 128-A, 128-B and 128-C which is restricted to
Corporate Officers, President and General Manager of WIS, and President and
General Manager of HSF. (REV.)
/s/ Stanley H. Davis /s/ Don R. Graber
- ------------------------------------ -----------------------------------
Vice President, Human Resources and Chairman, President And Chief Executive
Organization Development Officer
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Part No. TS 136 Page 15 of 15