Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Viskase Companies, Inc. 10-K 83 446K
2: EX-2 Amendment to Purchase Agreement 7 22K
3: EX-2 Plan of Reorganization 14 84K
4: EX-10 Amendment to Employment Agreement 3 14K
5: EX-10 Amendment to Employment Agreement 3 13K
7: EX-10 Forbearance Agreement 3 14K
6: EX-10 Management Incentive Plan 7 22K
8: EX-10 Side Letter Agreement 17 54K
9: EX-99 Certification of CEO 1 7K
10: EX-99 Certification of CFO 1 7K
EX-10 — Management Incentive Plan
EX-10 | 1st Page of 7 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
---|
VISKASE WORLDWIDE
MANAGEMENT INCENTIVE PLAN
Fiscal Year 2002
I. PURPOSE
The Viskase Worldwide Management Incentive Plan (MIP) has been
established for Fiscal Year 2002 for those covered employees defined
under Section III below.
The purpose of this Management Incentive Plan is to provide additional
compensation to participants for their contribution to the achievement
of the objectives of the Company including:
- Assisting in attracting and retaining highly qualified key
employees.
- Encouraging and stimulating superior performance by such personnel.
II. DEFINITIONS
A. Base Salary equals the salary earnings for the portion of the
Fiscal Year during which the participant was an active employee in
the particular level of management for which the computation is
being made. Salary earnings do not include Plan awards, long-term
incentive awards, imputed income from such programs as executive
life insurance or non-recurring earnings such as moving expenses
and is based on salary earnings before reductions for such items as
contributions under Section 401-(K) of the Internal Revenue Code of
1986 as amended.
B. Company means Viskase Worldwide, its successors and assigns.
C. Fiscal Year means the Company's Fiscal Year beginning January 1 and
ending the last day of December.
D. Plan means the Viskase Worldwide Management Incentive Plan as from
time to time amended.
E. Chairman of the Board and Chief Executive Officer means the
Chairman of the Board and Chief Executive Officer of Viskase
Companies, Inc.
F. Financial Targets are the financial goal(s) appropriate to the
company for the Fiscal Year. These goals are identified in Exhibit
B and are specifically identified by participant in Exhibit C.
G. Discretionary Goals refer to the personal goals and objectives set
by each participant and his/her supervisor at the beginning of each
Fiscal Year against which performance is measured.
III. EMPLOYEES COVERED BY THIS PLAN
The Plan is applicable to those management employees and other key
personnel in the management levels specified.
IV. FINANCIAL AWARD
A participant in the Plan shall be entitled to a Financial Award
computed in accordance with the following formula:
Base Financial Bonus Financial
Salary x Performance x Percent = Performance
Incentive Allocated Award
Earned To Financial
Targets
Where:
- "Base Salary" is as defined in Section II A.
- "Financial Performance Incentive Earned" is determined by the
relationship of actual achievement to targeted goals, with full
attainment of the financial goals equating to target for each
measure as set forth in the business plan. The target for each
participant is a function of management level slotting. Actual
performance below target will result in no award being paid on that
particular financial measure.
- "Bonus Percent Allocated To Financial Targets" shall range from 0%
to 100%.
If a participant was in more than one management level during a Fiscal
Year, a separate computation shall be made for each level applicable to
the participant during such Fiscal Year; the sum of the separate
computations shall be the participant's Financial Performance Award.
V. PERSONAL PERFORMANCE AWARD
Goals for each participant are to be developed jointly by the
participant and his/her supervisor at the beginning of a Fiscal Year. It
is anticipated that both quantifiable and non-quantifiable goals will be
developed in the process. Each goal should be weighted from 0% to 100%,
with the sum of the weights equal to 100%.
A participant in the Plan shall be entitled to a Personal Performance
Award computed in accordance with the following formula
Base Personal Bonus Personal
Salary x Performance x Percent = Performance
Incentive Allocated Award
Earned To Personal
Objectives
Where:
- "Base Salary" is as defined in Section II A.
- "Percent of Personal Objectives Achieved" ranges from 0% to 100%
and is determined by the agreed upon performance of the individual
against pre-established individual goals.
- "Percent of Bonus Allocated to Personal Objectives" shall range
from 0% to 100%.
It is intended that the participant and his/her supervisor will agree on
meaningful individual goals. The following is a partial list of the type
of goals or objectives that may be developed:
- Achievement of income goals
- Development of subordinates
- Successful development of new accounts/products
- Improvement in product merchandising programs
- Attainment of self development objectives
- Control or reduction of operating expenses
At the end of a Fiscal Year, each participant will review and evaluate
his/her accomplishment of personal goals and objectives. The participant
and his/her supervisor will then review the preliminary rating.
Thereafter, the supervisor will assign a Personal Performance %, from 0%
to 100%, reflecting the participant's achievement of his/her goals
during such Fiscal Year. The Personal Performance % recommendation of
the supervisor shall be reviewed by the appropriate member of the
Management Committee, who shall recommend an appropriate Personal
Performance % to the Chairman of the Board and Chief Executive Officer
who shall approve the final Personal Performance % for each participant.
VI. PERFORMANCE MEASURES, TARGETS AND PAYOUT RANGES
The financial performance measures, targets and payout ranges used for
incentive purposes shall be established by the Company based on the
annual business plan. Those measures, targets and payout ranges, as
appropriate, shall be approved by the Chairman of the Board and Chief
Executive Officer. The performance measures, targets and payout ranges
are defined in Exhibit B.
VII. PARTICIPANT BONUS COMPOSITION
The composition of each participant's bonus shall be determined by the
Chairman of the Board and Chief Executive Officer. The composition may
have a Discretionary portion and a Financial portion. The composition of
the bonuses are established by Management Level and communicated
individually to each participant.
VIII. COMPUTATION AND DISBURSEMENT OF FUNDS
As soon as possible after the close of the Fiscal Year, the members of
the Management Committee will recommend a final personal goal
achievement percentage and incentive award payment to the Chairman of
the Board and Chief Executive Officer. Once approved, payment of the
awards shall be made as soon as possible after the completion of the
annual audit.
If the participant dies before receiving his/her award, the amount due
will be paid to the designated beneficiaries on file with the Company
and, in the absence of such designation, to the participant's estate.
All payment awards shall be reduced by amounts required to be withheld
for taxes at the time payments are made.
IX. CHANGES TO TARGET
The Chairman of the Board and Chief Executive Officer, at any time prior
to the final determination of awards and in consultation with the
Management Committee, may consider changes to the performance measures,
targets, and payout ranges used for incentive purposes. If, in the
judgment of the Chairman of the Board and Chief Executive Officer, such
change(s) is/are desirable in the interests of equitable treatment of
the participants and the Company as a result of extraordinary or non-
recurring events, changes in applicable accounting rules or principles,
changes in the Company's methods of accounting, changes in applicable
law, changes due to consolidation, acquisitions, or reorganization, the
Chairman of the Board and Chief Executive Officer shall authorize and
approve such change(s) for immediate incorporation into the Plan.
Further, should actual performance on any one or all of the financial
measure(s) be less than or greater than target by twenty five percent
(25%) or more, the award actually earned under that measure(s) will be
at the sole discretion of the Chairman of the Board and Chief Executive
Officer subject to approval by the Compensation Committee of the Board.
X. PARTIAL AWARDS
A participant shall be entitled to payment of a partial Financial Award
and a partial Personal Objectives Award, computed in accordance with
Sections IV and V, and based on Base Salary in a Fiscal Year, if prior
to the end of such Fiscal Year, a participant:
- Dies,
- Retires (is eligible to immediately receive retirement benefits
under a Company sponsored retirement plan),
- Becomes permanently disabled,
- Transfers to a position with a salary grade not eligible for
participation in the Plan,
- Enters military service,
- Takes an approved leave of absence,
- Is appointed or elected to public office,
- Is terminated due to position elimination,
provided that the participant was an active employee for a minimum of 30
consecutive calendar days during such Fiscal Year. Such partial awards
shall be paid when payments of non-deferred awards for such Fiscal Year
are made.
Participants hired during the course of a Fiscal Year and who are
employed through the end of such Fiscal Year shall be eligible for an
award based on their Base Salary during such Fiscal Year, provided that
such employees begin active service prior to February 1 of such Fiscal
Year.
XI. FORFEITURE OF BONUS
Except as provided in Section X, no participant who ceases to be an
employee of the Company prior to the end of a Fiscal Year shall be
entitled to any amounts under this Plan for such Fiscal Year unless the
Chairman of the Board and Chief Executive Officer, in consultation with
the Vice President, Administration, decides otherwise.
Participants who cease to be an employee of the Company between the end
of a Fiscal Year and the payment date of awards for such Fiscal Year
shall be entitled to awards earned during such Fiscal Year.
XII. ADMINISTRATION
This Plan shall be administered by the Vice President, Administration of
Viskase Corporation, subject to the control and supervision of the
Chairman of the Board and Chief Executive Officer and the Compensation
Committee of the Board of Directors of Viskase Companies, Inc.
Any changes to the context of the Plan, the performance ranges, Plan
adjustments and actual payouts will be reviewed with and approved by the
Compensation Committee of the Board of Directors.
In the event of a claim or dispute brought forth by a participant, the
decision of the Chairman of the Board and Chief Executive Officer as to
the facts in the case and the meaning and intent of any provision of the
Plan, or its application, shall be final and conclusive.
XIII. NO EMPLOYMENT CONTRACT; FUTURE PLANS
Participation in this Plan shall not confer upon any participant any
right to continue in the employ of the Company nor interfere in any way
with the right of the Company to terminate any participant's employment
at any time. The company is under no obligation to continue the Plan in
future Fiscal Years.
XIV. AMENDMENT OR TERMINATION
The Company may at any time, or from time to time, (a) amend, alter or
modify the provisions of this Plan, (b) terminate this Plan, or (c)
terminate the participation of an employee or group of employees in this
Plan; provided, however, that in the event of the termination of this
Plan or a termination of participation, the Company shall provide the
partial awards to the affected participant(s) for the portion of the
Fiscal Year during which such employee(s) were participants in this
Plan, in a manner in which the Company, in its sole judgment, determines
to be equitable to such participants and the Company.
XV. GENERAL PROVISIONS
(a) No right under the Plan shall be assignable, either voluntarily or
involuntarily by way of encumbrance, pledge, attachment, level or charge
of any nature (except as may be required by state or federal law).
(b) Nothing in the Plan shall require the Company to segregate or set
aside any funds or other property for the purpose of paying any portion
of an award. No participant, beneficiary or other person shall have any
right, title or interest in any amount awarded under the Plan prior to
the close of the Fiscal Year, or in any property of the Company or its
subsidiaries.
Jan. 31, 2002 /s/ F. Edward Gustafson
-------------------------------- ---------------------------------
Final Approval Date Chairman of the Board
and Chief Executive Officer
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
---|
This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
---|
| | |
Filed on: | | 3/31/03 | | | | | | | 10-Q |
For Period End: | | 12/31/02 |
| | 1/31/02 | | 7 |
| List all Filings |
↑Top
Filing Submission 0000033073-03-000004 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Mar. 28, 9:25:55.1am ET