Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Mdu Resources Group, Inc. 2005 10-K HTML 2.19M
2: EX-10.AE Mdu Resources 1997 Executive Long-Term Incentive HTML 92K
Plan
3: EX-10.AF Mdu Resources Executive Incentive Compensation HTML 30K Plan
4: EX-10.AG Montana-Dakota Executive Incentive Compensation HTML 29K
Plan
5: EX-10.AH Retirement Agreement for Warren L. Robinson HTML 41K
6: EX-10.AI Steven L. Bietz Change of Control Employment HTML 82K
Agreement
7: EX-10.AJ Nicole A. Kivisto Change of Control Employement HTML 82K
Agreement
8: EX-10.AK Doran N. Schwartz Change of Control Employement HTML 82K
Agreement
9: EX-12 Mdu Resources Ratio of Earnings to Charges & HTML 53K
Dividends
10: EX-21 Subsidiaries of Mdu Resources Group, Inc. HTML 33K
11: EX-23 Consent of Independent Registered Public HTML 11K
Accounting Firm
12: EX-31.A CEO Certification to Section 302 HTML 15K
13: EX-31.B CFO Certification to Section 302 HTML 16K
14: EX-32 CEO & CFO Certification to Section 906 HTML 13K
EX-10.AF — Mdu Resources Executive Incentive Compensation Plan
The
purpose of the Executive Incentive Compensation Plan (the "Plan") is to provide
an incentive for key executives of MDU Resources Group, Inc. (the "Company")
to
focus their efforts on the achievement of challenging and demanding corporate
objectives. The Plan is designed to reward successful corporate performance
as
measured against specified performance goals as well as exceptional individual
performance. When corporate performance reaches or exceeds the performance
targets and individual performance is exemplary, incentive compensation awards,
in conjunction with salaries, will provide a level of compensation which
recognizes the skills and efforts of the key executives.
II.
BASIC
PLAN CONCEPT
The
Plan
provides an opportunity to earn annual incentive compensation based on the
achievement of specified annual performance objectives. A target incentive
award
for each individual within the Plan is established based on the position level
and actual base salary, provided, however, that the Compensation Committee
of
the Board of Directors (the “Committee”) in its sole discretion, may, instead of
actual base salary, use the assigned salary grade market value (midpoint)
(“Salary”). The target incentive award represents the amount to be paid, subject
to the achievement of the performance objective targets established each year.
Larger incentive awards than target may be authorized when performance exceeds
targets; lesser or no amounts may be paid when performance is below
target.
It
is
recognized that during a Plan Year major unforeseen changes in economic and
environmental conditions or other significant factors beyond the control of
management may substantially affect the ability of the Plan Participants to
achieve the specified performance goals. Therefore, in its review of corporate
performance the Committee, in consultation with the Chief Executive Officer
of
the Company, may modify the performance targets. However, it is contemplated
that such target modifications will be necessary only in years of unusually
adverse or favorable external conditions.
III.
ADMINISTRATION
The
Plan
shall be administered by the Committee with the assistance of the Chief
Executive Officer of the Company. The Committee shall approve annually, prior
to
the beginning of each Plan Year, the list of eligible Participants, and the
target incentive award level for each position within the Plan. The Plan’s
performance targets for the year shall be approved by the Committee no later
than its regularly scheduled February meeting during that Plan Year. The
Committee shall have final discretion to determine actual award payment levels,
method of payment, and whether or not payments shall be made for any Plan
Year.
The
Board
of Directors of the Company may, at any time and from time to time, alter,
amend, supersede or terminate the Plan in whole or in part, provided that no
termination, amendment or modification of the Plan shall adversely affect in
any
material way an award that has met all requirements for payment without the
written consent of the Participant holding such award, unless such termination,
modification or amendment is required by applicable law.
IV.
ELIGIBILITY
Executives
who are determined by the Committee to have a key role in both the establishment
and achievement of Company objectives shall be eligible to participate in the
Plan.
Nothing
in the Plan shall interfere with or limit in any way the right of the Company
to
terminate any Participant’s employment at any time, for any reason or no reason
in the Company’s sole discretion, or confer upon any Participant any right to
continue in the employment of the Company. No executive shall have the right
to
be selected to receive an award under the Plan, or, having been so selected,
to
be selected to receive a future award.
V.
PLAN
PERFORMANCE MEASURES
Performance
measures shall be established that consider shareholder and customer interests.
These measures shall be evaluated annually based on achievement of specified
goals.
The
performance measure reflective of shareholder’s interest will be the percentage
attainment of corporate goals, as determined each year by the Committee. This
measure may be applied at the corporate level for individuals, such as the
Chief
Executive Officer, or at the business unit level for individuals whose major
or
sole impact is on business unit results.
Individual
performance will be assessed based on the achievement of annually established
individual objectives.
Threshold,
target and maximum award levels will be established annually for each
performance measure and business unit. The Committee will retain the right
to
make all interpretations as to the actual attainment of the desired results
and
will determine whether any circumstances beyond the control of management need
to be considered.
VI.
TARGET
INCENTIVE AWARDS
Target
incentive awards will be expressed as a percentage of each Participant’s Salary.
These percentages shall vary by position and reflect larger reward opportunity
for positions having greater effect on the establishment and accomplishment
of
the Company’s or business unit’s objectives. An exhibit showing the target
awards as a percentage of Salary for eligible positions will be attached to
this
Plan at the beginning of each Plan Year.
VII.
INCENTIVE
FUND DETERMINATION
The
target incentive fund is the sum of the individual target incentive awards
for
all eligible Participants. Once the incentive targets have been determined
by
the Committee, a target incentive fund shall be established and accrued ratably
by the Company. The incentive fund and accruals may be adjusted during the
year.
At
the
close of each Plan Year, the Chief Executive Officer of the Company will prepare
an analysis showing the Company's or business unit's performance in relation
to
each of the performance measures employed. This will be provided to the
Committee for review and comparison to threshold, target and maximum performance
levels. In addition, any recommendations of the Chief Executive Officer will
be
presented at this time. The Committee will then determine the amount of the
target incentive fund earned.
VIII.
INDIVIDUAL
AWARD DETERMINATION
Each
individual Participant's award will be based first upon the level of performance
achieved by the Company or business unit and secondly based upon the
individual's performance. The performance measures applicable for assessing
individual performance will be established at the beginning of each Plan Year.
The assessment by the Committee, after consultation with the Chief Executive
Officer, of achievement relative to the established performance measures, as
determined by a percentage from 0 percent to 200 percent, will be applied to
the
Participant's target incentive award which has been first adjusted for Company
or business unit performance.
IX.
PAYMENT
OF AWARDS
Except
as
provided below or as otherwise determined by the Committee, in order to receive
an award under the Plan, the Participant must remain in the employment of the
Company or business unit for the entire Plan Year. If a Participant terminates
employment with the Company pursuant to Section 5.01 of the Company’s Bylaws
which provides for mandatory retirement for certain officers on their
65th
birthday
(or terminates employment with a subsidiary of the Company pursuant to a similar
subsidiary Bylaw provision) and if the Participant’s 65th
birthday
occurs during the Plan Year, determination of whether the performance measures
have been met will be made at the end of the Plan Year, and to the extent met,
payment of the award will be made to the Participant, prorated. Proration of
awards shall be based upon the number of full months elapsed from and including
January to and including the month in which the Participant’s 65th
birthday
occurs.
An
individual Participant who transfers between the Company and business units
may
receive a prorated award at the discretion of the Committee. Payments made
under
this Plan will not be considered part of compensation for pension purposes.
Payments when made will be in cash. Incentive awards may be deferred if the
appropriate elections have been executed prior to the end of the Plan Year.
Deferred amounts will accrue interest at a rate determined annually by the
Committee.
In
the
event of a "Change in Control" (as defined by the Committee in its Rules and
Regulations) then any award deferred by each Participant shall become
immediately payable to the Participant in cash, together with accrued interest
thereon to the date of payment. In the event the Participant files suit to
collect the Participant's deferred award then all of the court costs, other
expenses of litigation, and attorneys' fees shall be paid by the Company in
the
event the Participant prevails upon any of the Participant's claims for payment
of a deferred award.
X.
ACCOUNTING
RESTATEMENTS
This
Section X shall apply to incentive awards granted to all Participants in the
Plan. Notwithstanding anything in the Plan or the Plan's Rules and Regulations
to the contrary, if the Company's audited financial statements are restated,
the
Committee may, in accordance with the Company's Guidelines
for Repayment of Incentives Due to Accounting Restatements,
take
such actions as it deems appropriate (in its sole discretion) with respect
to
(a) unpaid
incentive awards under the Plan (including incentive awards relating to
completed Plan Years, but with respect to which payments have not yet been
made
or deferred) ("Outstanding Awards") and
(b) prior
incentive awards that were paid (or deferred) within the 3 year period preceding
the restatement ("Prior Awards"), provided such Prior Awards were not paid
prior
to the date the Plan was amended to add this Section X,
if
the
calculation of the amounts payable, paid or deferred under such awards are,
or
would have been, directly impacted by the restatement, including, without
limitation, (i) securing (or causing to be secured) repayment of some or all
payments made pursuant to (or deferrals relating to) Prior Awards, (ii) making
(or causing to be made) additional payments (or crediting additional deferrals),
(iii) reducing or otherwise adjusting the amount payable pursuant to Outstanding
Awards and/or (iv) causing the forfeiture of Outstanding Awards. The Committee
may, in its sole discretion, take different actions pursuant to this Section
X
with respect to different awards, different Participants (or beneficiaries)
and/or different classes of awards or Participants (or beneficiaries). The
Committee has no obligation to take any action permitted by this Section X.
The
Committee may consider any factors it chooses in taking (or determining whether
to take) any action permitted by this Section X, including, without limitation,
the following:
(A) The
reason for the restatement of the financial statements;
(B) The
amount of time between the initial publication and subsequent restatement of
the
financial statements; and
(C) The
Participant's current employment status, and the viability of successfully
obtaining repayment.
If
the
Committee requires repayment of all or part of a Prior Award, the amount of
repayment may be based on, among other things, the difference between the amount
paid to the individual and the amount that the Committee determines in its
sole
discretion should have been paid based on the restated results. The Committee
shall determine whether repayment shall be effected (i) by seeking repayment
from the Participant, (ii) by reducing (subject to applicable law and the terms
and conditions of the applicable plan, program or arrangement) the amount that
would otherwise be provided to the Participant under any compensatory plan,
program or arrangement maintained by the Company or any of its affiliates,
(iii)
by withholding payment of future increases in compensation (including the
payment of any discretionary bonus amount) or grants of compensatory awards
that
would otherwise have been made in accordance with the Company's otherwise
applicable compensation practices, or (iv) by any combination of the foregoing.
Additionally, by accepting an incentive award under the Plan, Participants
acknowledge and agree that the Committee may take any actions permitted by
this
Section X with respect to Outstanding Awards to the extent repayment is to
be
made pursuant to another plan, program or arrangement maintained by the Company
or any of its affiliates.
