Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K 10-K for 1997 54 333K
2: EX-10.31 Termination Agreement - Winfried Rohloff 11-25-97 3 15K
3: EX-10.32 Settlement Agreement - Harold Simeroth 1-28-98 2 17K
4: EX-10.33 Change of Control/Termination - James Bell 4-1-98 2 14K
5: EX-10.34 Patent License Between Co. & Kodak - 3-29-98 28 99K
6: EX-10.35 Warrant to Purchase Common Stock - Kodak 3-29-98 14 69K
7: EX-10.36 Agreement Re: Directors Lockheed & Kodak 3-29-98 2 12K
8: EX-10.37 Amendment No.1 Restated Revolving Credit Agreement 2± 12K
9: EX-10.38 First Amendment Cash Management Agreement 3-20-98 2± 12K
10: EX-10.39 Calcomp Technology 1998 Management Incentive Plan 8 28K
11: EX-10.40 Calcomp Technology 1998 Deferred Mgmt Incentive 16 49K
Plan
12: EX-10.41 Amended and Restated Rights Waiver 2± 10K
13: EX-23 Consent - Independent Auditors 1 8K
14: EX-27 Art 5 for 1997 10-K 2 9K
EX-10.39 — Calcomp Technology 1998 Management Incentive Plan
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EXHIBIT 10.39
CalComp Technology, Inc.
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1998 MANAGEMENT INCENTIVE COMPENSATION PLAN
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Approved January 27, 1998
ARTICLE I
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PURPOSE OF THE PLAN
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This plan is established to provide a further incentive to selected employees to
promote the success of CalComp Technology, Inc. by providing an opportunity to
receive additional compensation for above average performance measured against
individual and business unit goals. The Plan is intended to achieve the
following:
1. Improved cost effectiveness.
2. Stimulate employees to work individually, as teams, and as individual
business units to meet objectives and goals consistent with enhancing
shareholder values.
3. Facilitate the Company's ability to retain qualified employees and to
attract top executive talent.
ARTICLE II
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STANDARD OF CONDUCT AND PERFORMANCE EXPECTATION
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1. It is expected that the Company, business unit and individual goals
and objectives established for this Plan will be accomplished in
accordance with the Company's policy on ethical conduct in business
with the Government and all other customers. It is a prerequisite
before any award can be considered that a participant will have acted
in accordance with the CalComp Technology, Inc. Code of Ethics and
Business Conduct and fostered an atmosphere to encourage all employees
acting under the participants' supervision to perform their duties in
accordance with the highest ethical standards. Ethical behavior is
imperative. Thus, in achieving one's goals, their individual
commitment and adherence to the Company's ethical standards will be
considered paramount in determining awards under this Plan.
2. Plan participants whose individual performance is determined to be
less than acceptable are not eligible to receive incentive awards.
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ARTICLE III
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DEFINITIONS
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1. ANNUAL SALARY -- The regular base salary of a Participant during a
fiscal year of the Company, determined by multiplying by 52 the
Participant's weekly base salary rate effective during the first full
pay period in December preceding the year of payment, but excluding
any incentive compensation, commissions, over-time payments, payments
under work-week plan, indirect payments, retroactive payments not
affecting the base salary or applicable to the current year, and any
other payments of compensation of any kind.
2. BOARD OF DIRECTORS -- The Board of Directors of the Company.
3. COMMITTEE -- The Compensation Committee of the Board of Directors as
from time to time appointed or constituted by the Board of Directors.
4. COMPANY -- CalComp Technology, Inc. and its Subsidiaries.
5. EMPLOYEE -- Any person who is employed by the Company and who is paid
a salary as distinguished from an hourly wage. The term shall be
deemed to include any person who was employed by the Company during
all or any part of the year with respect to which an appropriation is
made to the Plan by the Board of Directors but shall not include any
employee who, during any part of such year, was represented by a
collective bargaining agent.
6. PARTICIPANT -- Any Employee selected to participate in the Plan in
accordance with its terms.
7. PLAN -- This CalComp Technology, Inc. Management Incentive
Compensation Plan (MICP).
ARTICLE IV
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ELIGIBILITY FOR PARTICIPATION
-----------------------------
Those Employees who through their efforts are able to contribute significantly
to the success of the Company in any given calendar year will be considered
eligible for selection for participation in the Plan with respect to that year.
Participants are selected each plan year based on recommendations by the Company
President or Company function head. Those eligible shall include all Employees
considered by the Committee to be key Employees of the Company. No member of
the Committee shall be eligible for participation in the plan.
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ARTICLE V
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INCENTIVE COMPENSATION PAYMENTS
-------------------------------
1. CALCULATION OF PAYMENTS -- Incentive compensation payments to
Participants shall be calculated in accordance with the formula and
procedures set forth in Exhibit A hereto. All such payments shall be
in cash.
2. INDIVIDUAL PERFORMANCE FACTORS - The Individual Performance Factors of
Participants, as provided in Exhibit A shall be determined by the
Company President and/or Company function head. The performance
factors of the President of CalComp Technology, Inc. shall be
determined by the Committee and the Committee shall review the
Individual Performance Ratings of other Participants who are elected
officers of the Company. The Committee may at the request of any
member of the Committee review the performance ratings of any other
Participant or groups of Participants. The Committee may make
adjustments in any such performance factors as it considers
appropriate.
3. BUSINESS UNIT FACTORS - The business unit factors as provided for in
Exhibit A, shall be determined by the President and the Board of
Directors and shall thereafter be reviewed with and be subject to the
approval of the Committee. The Committee may make adjustments in any
such factor as it considers appropriate. The Board of Directors
shall, as soon as feasible in each year, review with the Committee the
business unit objectives which may relate to the determination of such
business unit factors. Business unit performance may contain specific
individual performance factors.
4. COMPANY FACTORS - The company factors as provided for in Exhibit A,
shall be determined by the Board of Directors and shall thereafter be
reviewed with and be subject to the approval of the Committee. The
Committee may make adjustments in any such factor as it considers
appropriate. The Board of Directors shall, as soon as feasible in each
year, review with the Committee the company objectives which may
relate to the determination of such company factors.
5. RECOMMENDATION BY THE COMMITTEE.
A. As early as feasible after the end of each year in respect of
which incentive compensation payments are to be made, the
Committee shall establish an incentive fund which shall be equal
to a percentage, to be determined by the Committee at that time,
to the Company's pretax earnings for the year in which incentive
compensation payments are to be made. For purposes of the Plan,
pretax earnings shall (i) consist of pretax earnings from
operations; (ii) shall not include any earnings attributable to
extraordinary items as determined by generally accepted
accounting principles; and (iii) shall be computed prior to the
deduction of incentive compensation payments to be
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paid under the Plan.
B. To the extent that the aggregate of all proposed payments of
incentive compensation to all Participants as determined by the
application of the formula set forth in Exhibit A (subject to any
adjustments made by the Committee under Paragraph 2 or 3 above)
exceeds the amount of the incentive fund as determined under
Paragraph 4.A. above, all proposed payments of incentive
compensation to Participants shall be reduced on a prorata basis.
C. If the Company's pretax earnings, as defined in Paragraph 4A, are
less than the aggregate of all proposed payments of incentive
compensation (as determined by the application of the formula set
forth in Exhibit A subject to 2 or 3 above), the Committee may,
in its discretion, establish an incentive fund without regard to
the pretax earnings guideline of Paragraph 4A. If the Committee
does so, Paragraph 4B shall not apply and the Committee's
recommendation to the Board of Directors shall both state that
the pretax earnings guideline would be exceeded and set forth the
reasons the Committee believes that the proposed incentive
compensation payments should nevertheless be made.
D. The Committee will recommend to the Board of Directors the
authorization of an appropriation to the Plan by the Company for
distribution to Participants in an amount equal to the incentive
fund as computed pursuant to the provisions of this Paragraph 4.
6. APPROPRIATIONS TO THE PLAN - The Board of Directors may,
notwithstanding any provision of the Plan, make adjustments in any
proposed incentive compensation payment under the Plan, and subject to
any such adjustments, the Board of Directors will appropriate to the
Plan the amount as recommended by the Committee for distribution to
the Participants; provided that, the Board of Directors may
appropriate an amount which is less than the amount recommended by the
Committee in which event all proposed payments of incentive
compensation to Participants shall be reduced on a prorata basis.
7. METHOD OF PAYMENT - The amount so determined for each Participant
with respect to each calendar year shall be paid to such Participant
in full or on a deferred basis as determined by the Committee. Such
determination as to deferred payments shall be governed by the
Committee's judgement as to the time of payment best serving the
interests of the Company. Deferred payments shall be made pursuant to
such terms and conditions, as may be determined or provided for by the
Committee, only to Participants who continue in the employ of the
Company or are retired under a retirement plan approved by the Board
of Directors, or to the estates of, or beneficiaries designated by,
Participants who shall have died while in such employ or after such
retirement. In the event of termination of employment by a
Participant for any reason other than such retirement or death, then
such participant
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or his estate or his beneficiary or beneficiaries, shall after such
termination receive a distribution or distributions of any amounts
deferred by the Committee, if any, the amount (not in excess of the
unpaid deferred payments) and time of which shall be determined or
provided for by the Committee. Participants may also elect to defer
payments to the extent provided in the CalComp Technology, Inc.
Deferred Management Incentive Plan.
8. RIGHTS OF PARTICIPANTS - All payments are subject to the discretion of
the Board of Directors. No Participant shall have any right to require
the Board of Directors to make any appropriation to the Plan for any
calendar year, nor shall any Participant have any vested interest or
property right in any share in any amounts which may be appropriated
to the Plan. Payments made under the Plan and distributed to
Participants shall not be recoverable from the Participant by the
Company.
ARTICLE VI
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ADMINISTRATION
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The Plan shall be administered under the direction of the Committee. The
Committee shall have the right to construe the Plan, to interpret any provision
thereof, to make rules and regulations relating to the Plan, and to determine
any factual question arising in connection with the Plan's operation after such
investigation or hearing as the Committee may deem appropriate. Any decision
made by the Committee under the provisions of this Article shall be conclusive
and binding on all parties concerned. The Committee may delegate to the officers
or employees of the Company the authority to execute and deliver those
instruments and documents, to do all acts and things, and to take all other
steps deemed necessary, advisable or convenient for the effective administration
of this MICP Plan in accordance with its terms and purpose.
ARTICLE VII
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AMENDMENT OR TERMINATION OF PLAN
--------------------------------
The Board of Directors shall have the right to terminate or amend this Plan at
any time and to discontinue further appropriations thereto.
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ARTICLE VIII
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EFFECTIVE DATE
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The Plan shall be effective with respect to the operations of the Company for
the year 1998 and the years subsequent thereto. A participant who receives an
award from this Plan is no longer eligible for any incentive compensation
payment from any similar plan which may have been administered by the Lockheed
Corporation, Martin Marietta Corporation, or the Lockheed Martin Corporation.
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EXHIBIT A
CALCULATION OF MANAGEMENT INCENTIVE COMPENSATION PAYMENTS
A. AWARD FORMULA
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1. Incentive compensation payments will be calculated by multiplying the
Participant's Annual Salary by the applicable "target" of the
Participant's position (as defined in B), and that result will then be
multiplied by the Management Performance Commitment Matrix(MPCM)
Rating for the participant. The MPCM Rating measures performance in
three key result areas: Shareholder Satisfaction, Customer
Satisfaction and Employee Satisfaction. The Board of Directors
determines the overall weighting of each area on an annual basis with
no area receiving less than ten percent weight. The established
weighting will apply to all managers in the Plan. Within each area
specific performance metrics will be established with measures for
threshold, target, and maximum performance for each MPCM line item.
The Board determines the MPCM for the company on an annual basis, with
target performance corresponding to the operating plan. All individual
MPCM scores will be calculated on Company/Business Unit/Individual
needs and measures performance against objectives.
2. Partial awards for Participants who terminate employment during a Plan
Year may be recommended for consideration based on the following at
the discretion of the Company President and subsequent approval of the
Board of Directors:
Termination Method MICP Award
Voluntary May be considered for an award if on active
status January 2 of the following Plan Year
with a minimum of six (6) full months as an
active Plan Participant during the Plan
Year.
Lay Off May be pro-rated based on the conditions of
the case with a minimum of six (6) full
months as an active Plan Participant during
the Plan Year.
Retirement May be considered for a pro-rated award with
a minimum of six (6) full months as an
active Participant during the Plan Year and
the Participant goes directly into
retirement status upon termination.
3. The aggregate of all Participant's Incentive Awards determined under
item C below will be recommended to the Committee for its
consideration.
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4. Any calculation of incentive awards under this exhibit shall be
subject to the provisions of the Plan and in the event of any conflict
between the terms or application of this Exhibit A and the Plan, the
Plan shall prevail.
B. TARGET LEVELS
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Target levels are based on the level of importance and responsibility of
the position in the organization as determined by the Company President
or the Board of Directors, as appropriate.
Position Target
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President 45%*
Designated Officers 40%*
Other Eligible Positions 30%
20%
*Requires Board of Directors' approval
C. COMPANY/INDIVIDUAL BUSINESS UNIT PERFORMANCE WEIGHTING FACTORS
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1. The following corresponds to each MICP level within both the
Headquarters and the Business Units staffs:
[Download Table]
Level % COMPANY WEIGHT % INDIVIDUAL WEIGHT
----- ----------------- -------------------
Headquarters
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CEO/CFO 100% 0%
Sr. Vice President 85% 15%
Vice President 80% 20%
Director 75% 25%
Business Unit % COMPANY WEIGHT % BUSINESS UNIT WEIGHT
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Sr. Vice President 25% 75%
Vice President 20% 80%
Director 15% 85%
For purposes of measuring the business units, presently these groups consist of
Input Technologies Division, Digital Printing Systems Division, Topaz
Technologies, Inc. and Headquarters.
2. Intermediate company factors as deemed appropriate by the Board of
Directors for results achieved, may be assigned in increments of 0.05.
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Dates Referenced Herein and Documents Incorporated by Reference
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