THE COLEMAN COMPANY, INC.
EXECUTIVE ANNUAL INCENTIVE PLAN
i. PURPOSE.
The purpose of The Coleman Company, Inc. Executive Annual Incentive
Plan is to encourage behaviors that create superior financial performance and
to strengthen the commonality of interests between Plan Participants and
owners in creating superior shareholder value.
ii. DEFINITIONS.
The following terms, as used herein, shall have the following
meanings:
(i) "Award" shall mean an annual incentive
compensation award, granted pursuant to the Plan,
which is contingent upon the attainment of
Performance Factors with respect to a Performance
Period.
(ii) "Board" shall mean the Board of Directors of the
Company.
(iii) "Code" shall mean the Internal Revenue Code of
1986, as amended.
(iv) "Committee" shall mean the Committee of the Board
appointed to administer the Plan in accordance
with Section 3.
(v) "Company" shall mean, collectively, the Coleman
Company, Inc. and its subsidiaries.
(vi) "Covered Employee" shall have the meaning set
forth in Section 162(m)(3) of the Code.
(vii) "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended.
(viii) "Executive Officer" shall mean an officer
of the Company who is an "executive officer"
within the meaning of Rule 3b-7 promulgated
under the Exchange Act.
(ix) "Participant" shall mean an officer, employee or
other associate of the Company who is, pursuant to
Section 4 of the Plan, selected to participate
herein.
(x) "Performance Factors" shall mean the criteria and
objectives, determined by the Committee, which
must be met during the applicable Performance
Period as a condition of the Participant's receipt
of payment with respect to an Award. Performance
Factors may include any or all of the following:
revenue; net sales; operating income; earnings
before all or any of interest, taxes, depreciation
and/or amortization ("EBIT", "EBITA" or "EBITDA");
cash flow; working capital and components thereof;
return on equity; return on assets; market share;
sales (net or gross) measured by product line,
territory, customer(s), or other category;
earnings per share; earnings from continuing
operations; net worth; levels of expense, cost or
liability by category, operating unit or any other
delineation; or any increase or decrease of one or
more of the foregoing over a specified period.
Such Performance Factors may relate to the
performance of the Company, a business unit,
product line, territory, or any combination
thereof. With respect to Participants who are not
Executive Officers, Performance Factors may also
include such objective or subjective performance
goals as the Committee may, from time to time,
establish. Subject to Section 5(c) hereof, the
Committee shall have the sole discretion to
determine whether, or to what extent, Performance
Factors are achieved.
(xi) "Performance Period" shall mean the
Company's fiscal year.
(xii) "Plan" shall mean The Coleman Company, Inc.
Executive Annual Incentive Plan.
iii. ADMINISTRATION.
The Plan shall be administered by the Management Compensation and
Stock Option Committee of the Board of Directors. The Committee shall have
the authority in its sole discretion, subject to and not inconsistent with
the express provisions of the Plan, to administer the Plan and to exercise
all the powers and authorities either specifically granted to it under the
Plan or necessary or advisable in the administration of the Plan, including,
without limitation, the authority to grant Awards; to determine the persons
to whom and the time or times at which Awards shall be granted; to determine
the terms, conditions, restrictions and performance criteria, including
Performance Factors, relating to any Award; to determine whether, to what
extent, and under what circumstances an Award may be settled, canceled,
forfeited, or surrendered; to make adjustments in the Performance Factors in
recognition of unusual or non-recurring events affecting the Company or the
financial statements of the Company, or in response to changes in applicable
laws, regulations, or accounting principles; to construe and interpret the
Plan and any Award; to prescribe, amend and rescind rules and regulations
relating to the Plan; to determine the terms and provisions of Awards; and to
make all other determinations deemed necessary or advisable for the
administration of the Plan.
The Committee shall consist of two or more persons each of whom
shall be an "outside director" within the meaning of Section 162(m) of the
Code. All decisions, determinations and interpretations of the Committee
shall be final and binding on all persons, including the Company and the
Participant (or any person claiming any rights under the Plan from or through
any Participant).
No member of the Board or the Committee shall be liable for any
action taken or determination made in good faith with respect to the Plan or
any Award granted hereunder.
iv. ELIGIBILITY.
Awards may be granted to Participants in the sole discretion of the
Committee. Subject to Section 5(b) below, in determining the persons to whom
Awards shall be granted and the Performance Factors relating to each Award,
the Committee shall take into account such factors as the Committee shall
deem relevant in connection with accomplishing the purposes of the Plan.
v. TERMS OF AWARDS.
Awards granted pursuant to the Plan shall be communicated to
Participants in such form as the Committee shall from time to time approve
and the terms and conditions of such Awards shall be set forth therein.
(i) IN GENERAL. The Committee shall specify with
respect to a Performance Period the Performance
Factors applicable to each Award. Performance
Factors may include a level of performance
below which no payment shall be made and levels
of performance at which specified percentages
of the Award shall be paid as well as a maximum
level of performance above which no additional
award will be paid. Unless otherwise provided
by the Committee in connection with specified
terminations of employment, payment in respect
of Awards shall be made only if and to the
extent the Performance Factors with respect to
such Performance Period are attained.
(ii) SPECIAL PROVISIONS REGARDING AWARDS.
Notwithstanding anything to the contrary
contained in this Section 5, in no event shall
payment in respect of Awards granted for a
Performance Period be made to a Participant in
an amount that exceeds $2,000,000 (two million)
and in no event may the Committee increase at
its discretion the amount of an Award payable
to a Covered Employee upon attainment of the
specified Performance Factors.
(iii) TIME AND FORM OF PAYMENT. Unless otherwise
determined by the Committee, all payments in
respect of Awards granted under this Plan shall
be made, in cash, within a reasonable period
after the end of the Performance Period. In
the case of Participants who are Covered
Employees, unless otherwise determined by the
Committee, such payments shall be made only
after achievement of the Performance Factors
has been certified by the Committee.
vi. GENERAL PROVISIONS.
(i) COMPLIANCE WITH LEGAL REQUIREMENTS. The Plan
and the granting and payment of Awards, and the
other obligations of the Company under the Plan
shall be subject to all applicable federal and
state laws, rules and regulations, and to such
approvals by any regulatory or governmental
agency as may be required.
(ii) NONTRANSFERABILITY. Awards shall not be
transferable by a Participant except upon the
Participant's death following the end of the
Performance Period but prior to the date
payment is made, in which case the Award shall
be transferable by will or the laws of descent
and distribution.
(iii) NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in the
Plan or in any Award granted pursuant hereto
shall confer upon any Participant the right to
continue in the employ of the Company or to be
entitled to any remuneration or benefits not set
forth in the Plan or to interfere with or limit
in any way the right of the Company to terminate
such Participant's employment.
(iv) WITHHOLDING TAXES. Where a Participant or
other person is entitled to receive a payment
pursuant to an Award hereunder, the Company
shall have the right to require the Participant
or such other person to pay to the Company the
amount of any taxes that the Company may be
required to withhold before delivery to such
Participant or other person of such payment.
(v) AMENDMENT, TERMINATION AND DURATION OF THE PLAN.
The Board or the Committee may at any time and from
time to time alter, amend, suspend, or
terminate the Plan in whole or in part;
PROVIDED THAT, no amendment that requires
shareholder approval in order for the Plan to
continue to comply with Code Section 162(m)
shall be effective unless the same shall be
approved by the requisite vote of the
shareholders of the Company. Notwithstanding
the foregoing, no amendment shall affect
adversely any of the rights of any Participant
under any Award following the end of the
Performance Period to which such Award relates.
(vi) PARTICIPANT RIGHTS. No Participant shall have
any claim to be granted any Award under the Plan,
and
there is no obligation for uniformity of treatment
for Participants.
(vii) TERMINATION OF EMPLOYMENT. Unless otherwise
provided by the Committee in connection with
specified terminations of employment, if a
Participant's employment terminates for any reason
prior to the end of a Performance Period, no Award
shall be payable to such Participant for that
Performance Period. A Participant who is
terminated for gross misconduct after the end of
the Performance Period shall forfeit participation
in the Plan, and no Award shall be payable to such
a Participant.
(viii) UNFUNDED STATUS OF AWARDS. The Plan is intended
to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any
payments not yet made to a Participant pursuant to
an Award, nothing contained in the Plan or any
Award shall give any such Participant any rights
that are greater than those of a general creditor
of the Company.
(ix) GOVERNING LAW. The Plan and all determinations
made and actions taken pursuant hereto shall be
governed by the laws of the State of Delaware
without giving effect to the conflict of laws
principles thereof.
(x) EFFECTIVE DATE. The Plan shall take effect
upon its adoption by the Board; PROVIDED,
HOWEVER, that the Plan shall be subject to the
requisite approval of the shareholders of the
Company in order to comply with Section 162(m)
of the Code. In the absence of such approval,
the Plan (and any Awards made pursuant to the
Plan prior to the date of such approval) shall
be null and void.
(xi) BENEFICIARY. A Participant may file with the
Committee a written designation of a
beneficiary on such form as may be prescribed
by the Committee and may, from time to time,
amend or revoke such designation. If no
designated beneficiary survives the Participant
and an Award is payable to the Participant's
beneficiary pursuant to Section 6(b), the
executor or administrator of the Participant's
estate shall be deemed to be the grantee's
beneficiary.
(xii) INTERPRETATION. The Plan is designed and
intended to comply, to the extent applicable,
with Section 162(m) of the Code, and all
provisions hereof shall be construed in a
manner to so comply.