Exhibit 10.6
October 26, 2006
PERSONAL & CONFIDENTIAL
Ronald W. Kaplan
600 Antler Drive
Lewisberry, Pennsylvania 17339
Re: Incentive Award
Dear Ron:
The Board of Directors of Continental Global Group, Inc. (the
"Company") has met and granted Awards to certain key employees of the Company
pursuant to the 2006 Incentive Performance Plan (the "Plan"). It is with great
pleasure that I inform you that as a key employee upon whose judgment,
initiative and efforts the successful conduct of our business depends, the Board
has granted you an Award. Your Award is as follows:
Cash Incentive Award: $800,000
Expiration Date: June 30, 2007
You will be paid your Cash Incentive Award upon the attainment of the
performance goals set forth below. Your Award is subject to the terms of the
Plan as in effect on the date hereof.
Performance Goal: The occurrence of a "Change of Control" which means
the sale of substantially all of the assets of the Company or the sale of more
than 50% of the capital stock of the Company (measured by value or voting
rights) prior to the Expiration Date. Nothing shall obligate the Company or its
stockholders to accept any proposal that would constitute a Change of Control or
to make a payment of your Award to you if no such proposal has been consummated.
Payment will be made at closing of the sale, regardless of whether you are then
an employee of the Company; provided that you have not, prior to the sale,
voluntarily resigned your employment or been terminated by the Company for Cause
(as defined in your employment agreement).
This Award is in recognition of special accomplishments and in light of
the limited number of associates receiving it, we would appreciate your keeping
it confidential.
This Award has been granted to you as a special award, in addition to
other compensation and benefits granted to you pursuant to other agreements
between you and the Company or other plans sponsored by the Company.
You will have no obligation to mitigate (pay back or seek other
employment) any of the amounts payable to you pursuant to this Award.
The obligations of the Company under this Award shall be binding on the
Company's successors and assigns.
Cordially,
Chairman
Accepted and Agreed to by:
-------------------------------
Ronald W. Kaplan
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Date
CONTINENTAL GLOBAL GROUP, INC.
2006 INCENTIVE PERFORMANCE PLAN
1. Objectives
The CONTINENTAL GLOBAL GROUP, INC. (the "Company") 2006 INCENTIVE
PERFORMANCE PLAN (the "Plan") is designed to foster and promote the long-term
growth and performance of the Company by: (a) strengthening the Company's
ability to develop and retain an outstanding management team, (b) motivating
superior performance by means of performance related incentives and (c) enabling
key management employees and outside directors to participate in the financial
success of the Company. These objectives will be promoted by awarding to those
persons designated by the Committee performance-based stock awards, restricted
stock, stock options, stock appreciation rights, cash awards, incentive bonuses
and/or other performance or stock-based awards.
2. Definitions
(a) "Award" -- A grant of any form of award, whether granted singly or
in tandem, to a Plan Participant pursuant to such terms, conditions and
limitations as the Committee may establish in order to fulfill the objectives of
the Plan.
(b) "Award Letter" -- Every Award shall be reflected in an Award Letter
from the Company and the Participant that sets forth the terms, conditions and
limitations applicable to an Award.
(c) "Board" -- The Board of Directors of the Company.
(d) "Common Shares" or "shares" -- Authorized and issued or
unissued shares of common stock of the Company.
(e) "Code" -- The Internal Revenue Code of 1986, as amended from time
to time.
(f) "Committee" -- The Company's Board, or such other committee of the
Board that is designated by the Board to administer the Plan. The members shall
be appointed by, and serve at the pleasure of, the Board and any vacancy on the
Committee shall be filled by the Board.
(g) "Company" -- Continental Global Group, Inc., and its direct and
indirect subsidiaries.
(h) "Participant" -- Any employee of the Company, or other person whose
selection the Committee determines to be in the best interests of the Company,
to whom an Award has been made under the Plan.
3. Eligibility
Persons eligible to be selected as Participants shall include employees
of the Company who hold responsible managerial or professional positions whose
performance, in the judgment of the Committee, can contribute to the financial
success of the Company. The selection of Participants shall be within the sole
discretion of the Committee. Grants may be made to the same Participant on more
than one occasion.
4. Common Shares Available for Awards
The aggregate number of Common Shares which may be awarded under the
Plan in each fiscal year of the Company shall be two percent (2%) of the total
outstanding Common Shares as of the first day of such year for which the Plan is
in effect. No fractional shares shall be issued, and the Committee shall
determine the manner in which fractional share value shall be treated.
5. Administration
The Plan shall be administered by the Committee which shall have full
and exclusive power and authority to interpret the Plan, to grant waivers of
Plan restrictions and to adopt such rules, regulations and guidelines for
carrying out the Plan as it may deem necessary or proper, all of which powers
shall be executed in the best interests of the Company and in keeping with the
objectives of the Plan. In particular, the Committee shall have the authority
to: (i) select eligible Participants as recipients of Awards; (ii) determine the
number and type of Awards to be granted; (iii) determine the terms and
conditions, not inconsistent with the terms hereof, of any Award granted; (iv)
adopt, alter and repeal such administrative rules, guidelines and practices
governing the Plan as it shall, from time to time, deem advisable; (v) interpret
the terms and provisions of the Plan and any Award granted; (vi) prescribe the
form of any agreement or instrument executed in connection with any Award; and
(vii) otherwise supervise the administration of the Plan. In addition, the Board
shall have authority, without amending the Plan, to grant Awards hereunder to
Participants who are foreign nationals or employed outside the United States or
both, on terms and conditions different from those specified herein as may in
the sole judgment and discretion of the Board, be necessary or desirable to
further the purpose of the Plan. All decisions made by the Committee pursuant to
the provisions hereof shall be made in the Committee's sole discretion and shall
be final and binding on all persons.
6. Delegation of Authority
The Committee may to the extent that any such action will not prevent
the Plan from complying with applicable law delegate any of its authority
hereunder to such persons as it deems appropriate.
7. Awards
The Committee shall determine the type or types of Award(s) to be made
to each Participant and shall set forth in the related Award Agreement the
terms, conditions and limitations applicable to each Award. Awards may include
but are not limited to those listed in this Section 7. Awards may be granted
singly, in combination or in tandem or in exchange for a previously granted
Award; provided that the exercise price for stock options shall not be less than
the fair market value (as reasonably determined by the Committee, "Fair Market
Value") on the date of grant of the new Award. Awards may also be made in
combination or in tandem with, in replacement of, or as alternatives to, grants
or rights under any other employee plan of the Company, including the plan of
any acquired entity.
(a) Stock Option -- A grant of a right to purchase a specified number
of Common Shares during a specified period and at a specified price not less
than the Fair Market Value on the date of grant, as determined by the Committee.
A stock option may be in the form of an incentive stock option ("ISO") which, in
addition to being subject to applicable terms, conditions and limitations
established by the Committee, complies with Section 422 of the Code which, among
other limitations, currently provides that the aggregate Fair Market Value
(determined at the time the option is granted) of Common Shares exercisable for
the first time by a Participant during any calendar year shall not exceed
$100,000 (or such other limit as may be required by the Code); that the exercise
price shall be not less than 100% of Fair Market Value on the date of the grant;
that such options shall be exercisable for a period of not more than ten years
and may be granted no later than ten years after the effective date of this
Plan.
(b) Stock Appreciation Right or SAR -- A right to receive a payment, in
cash and/or Common Shares, equal to the excess of the Fair Market Value or other
specified valuation of a specified number of Common Shares on the date the SAR
is exercised over the Fair Market Value or other specified valuation on the date
of grant of the SAR as set forth in the applicable Award Agreement, except that
where the SAR is granted in tandem with a stock option, the grant and exercise
valuations must be no less than Fair Market Value.
(c) Stock Award -- An Award made in Common Shares and other Awards that
are valued in whole or in part by reference to, or are otherwise based on,
Common Shares. All or part of any stock award may be subject to conditions
established by the Committee, and set forth in the Award Agreement.
(d) Cash Award -- An Award denominated in cash with the eventual
payment amount subject to such restrictions and conditions as may be set forth
in the Award Letter.
(e) Awards made pursuant to paragraphs (c) and (d) shall be based on
the satisfaction of performance goals established by the Committee at the time
an Award is granted, which goals shall include one or more of the following:
sales, costs and expenses, cash flow, pre-tax income, net income, operating
profit and margin, earnings per share, retained earnings, return on equity,
return on assets, return on investment, asset turnover, liquidity,
capitalization, value created, stock price, total shareholder return, sale of
more than 50% of the stock of the Company (measured by value or voting rights),
sale of all or substantially all of the assets of the Company, profit upon a
price measures, market share, sales to targeted customers, customer
satisfaction, employee satisfaction, safety measures, quality measures,
productivity, process improvement, educational and technical skills of
employees, changes in one or more of the preceding, development of criteria for
and programs related to hiring and promotion, creation and acquisition of new
business units, development and implementation of business plans and programs
relating to product lines or business units, integration of acquired businesses,
development and implementation of employee training and development programs,
implementation of tax and accounting elections, and development and
implementation of communications and investor relations programs; provided
however, that all performance goals shall be objective performance goals
satisfying the requirements for "performance-based compensation" within the
meaning of section 162(m)(4) of the Internal Revenue Code. Such performance
goals may also be based on the attainment of levels of performance of the
Company and/or any of its affiliates under one or more of the measures described
above relative to the performance of other businesses.
8. Payment of Awards
Payment of Awards may be made in the form of cash, Common Shares or
combinations thereof and may include such restrictions as may be provided in the
Award Letter, including in the case of Common Shares, restrictions on transfer
and forfeiture provisions. When transfer of shares is so restricted or subject
to forfeiture provisions, such shares are referred to as "Restricted Stock."
Further, with Committee approval, payments may be deferred, either in the form
of installments or a future lump sum payment. The Committee may permit selected
Participants to elect to defer payments of some or all types of Awards in
accordance with procedures established by the Committee to assure that such
deferrals comply with applicable requirements of the Code including, at the
choice of Participants, the capability to make further deferrals for payment
after retirement. Dividends or dividend equivalent rights may be extended to and
made part of any Award denominated in shares or units of Shares, subject to such
terms, conditions and restrictions as the Committee may establish.
9. Stock Option Exercise
The price at which shares may be purchased under a stock option shall
be paid in full at the time of the exercise in cash or, if permitted by the
Committee, by means of tendering Common Shares or surrendering another Award,
including Restricted Stock, valued at Fair Market Value on the date of exercise,
or by any other means which the Committee determines to be consistent with the
Plan's objectives and applicable law and regulations. The Committee shall
determine acceptable methods for tendering Common Shares or other Awards and may
impose such conditions on the use of Common Shares or other Awards to exercise a
stock option as it deems appropriate. In the event shares of Restricted Stock
are tendered as consideration for the exercise of a stock option, a number of
the shares issued upon the exercise of the stock option, equal to the number of
shares of Restricted Stock used as consideration therefor, shall be subject to
the same restrictions as the Restricted Stock so submitted plus any additional
restrictions that may be imposed by the Committee.
10. Tax Withholding
The Corporation shall have the authority to withhold, or to require a
Participant to remit to the Corporation, prior to issuance or delivery of any
shares or cash hereunder, an amount sufficient to satisfy federal, state and
local tax withholding requirements associated with any Award. If Common Shares
are used to satisfy tax withholding, such shares shall be valued based on the
Fair Market Value when the tax withholding is required to be made.
11. Amendment, Modification, Suspension or Discontinuance of this Plan
The Board may amend, modify, suspend or terminate the Plan for the
purpose of meeting or addressing any changes in legal requirements or for any
other purpose permitted by law.
The Board may amend the terms of any Award theretofore granted,
prospectively or retroactively, but no such amendment shall impair the rights of
any Participant without his consent and no such amendment shall have the effect
of increasing the amount of any Award from the amount that would otherwise be
payable pursuant to the formula and/or goals previously established for such
Participant. The Board may also make Awards hereunder in replacement of, or as
alternatives to, Awards previously granted to Participants, except for
previously granted options having higher exercise prices, but including without
limitation grants or rights under any other plan of the Company or of any
acquired entity.
12. Termination of Employment
If the employment of a Participant terminates for any reason, all
unexercised, deferred and unpaid Awards shall be exercisable or paid in
accordance with the applicable Award Letter, which may provide that the
Committee may authorize, as it deems appropriate, the acceleration and/or
continuation of all or any part of Awards granted prior to such termination.
13. Nonassignability
Except as may be otherwise provided in the relevant Award Agreement, no
Award or any benefit under the Plan shall be assignable or transferable, or
payable to or exercisable by, anyone other than the Participant to whom it was
granted.
14. Notice
Any written notice to the Company required by any of the provisions of
the Plan shall be addressed to the Chief Financial Officer or to the Chief
Executive Officer of the Company, and shall become effective when it is received
by the office of the Chief Financial Officer or the Chief Executive Officer.
15. Unfunded Plan
Insofar as it provides for Awards of cash and Common Shares, the Plan
shall be unfunded. Although bookkeeping accounts may be established with respect
to Participants who are entitled to cash, Common Shares or rights thereto under
the Plan, any such accounts shall be used merely as a bookkeeping convenience.
The Company shall not be required to segregate any assets that may at any time
be represented by cash, Common Shares or rights thereto, nor shall the Plan be
construed as providing for such segregation, nor shall the Company nor the Board
nor the Committee be deemed to be a trustee of any cash, Common Shares or rights
thereto to be granted under the Plan. Any liability of the Company to any
Participant with respect to a grant of cash, Common Shares or rights thereto
under the Plan shall be based solely upon any contractual obligations that may
be created by the Plan and any Award Agreement; no such obligation of the
Company shall be deemed to be secured by any pledge or other encumbrance on any
property of the Company. Neither the Company nor the Board nor the Committee
shall be required to give any security or bond for the performance of any
obligation that may be created by the Plan.
16. Governing Law
The Plan and all determinations made and actions taken pursuant hereto,
to the extent not otherwise governed by the Code or the securities laws of the
United States, shall be governed by the law of the State of Delaware and
construed accordingly.
17. Rights of Employees
Nothing in the Plan shall interfere with or limit in any way the right
of the Company or any subsidiary to terminate any Participant's employment at
any time, nor confer upon any Participant any right to continued employment with
the Company or any subsidiary.
18. Effective and Termination Dates
The Plan shall become effective on the date it is first approved by the
holders of a majority of the Common Shares then outstanding. Unless subsequently
approved by the holders of a majority of the Common Shares then outstanding, the
Plan shall continue in effect until October __, 2011 or until earlier terminated
by the Board. Notwithstanding the foregoing, any Awards granted under the Plan
prior to its termination shall remain outstanding in accordance with the terms
of such Awards.