Document/Exhibit Description Pages Size
1: 10-K Annual Report on Form 10K 32 124K
2: EX-10.C Material Contract 9 32K
3: EX-10.J Gatx EX-10.J 4 12K
4: EX-11.A Gatx EX-11.A 1 7K
5: EX-11.B Statement re: Computation of Earnings Per Share 2± 8K
6: EX-12 Gatx EX-12 2± 10K
7: EX-13 Gatx EX-13 37 179K
8: EX-22 Gatx EX-22 1 6K
9: EX-24 Gatx EX-24 1 6K
10: EX-25 Gatx EX-25 10 19K
EXHIBIT 10C
January 1, 1993
GATX CORPORATION
MANAGEMENT INCENTIVE COMPENSATION PLAN
1. OBJECTIVE.
This Management Incentive Compensation Plan (the "Plan"), which is
administered by the Compensation Committee of the Board of Directors (the
"Committee"), is established for the period January 1 through December 31,
1993 (the "Plan Year"), to motivate and reward those employees in key
management positions whose job performance can directly impact the
profitability of GATX Corporation and its Subsidiaries (collectively, the
"Company").
2. ELIGIBILITY.
Recommendation for participation in the Plan is initiated by the Subsidiary
Presidents or the Vice President of Human Resources, and approved by the
Chief Executive Officer.
3. PARTICIPATION.
Participants under this Plan will be exempt salaried employees with the
Company who are individually authorized to participate (the "Participants").
Each Participant will be notified by the Subsidiary President or Corporate
Department Head of his or her participation in the Plan, and of the
percentage of the base salary at which the Participant will be eligible to
participate in the Plan ("Target Bonus").
4. DEFINITIONS.
For purposes of this Plan, the following terms will have the following
meanings:
A. "Base Salary" will mean (1) the total salary (excluding any incentive
compensation or lump sum payments) paid to a Participant by the Company
before reduction for any contribution authorized under the GATX
Corporation Salaried Employees Retirement Savings Plan, plus (2) any
compensation which the Participant elects to defer under any deferred
compensation plan of the Company.
B. "Income Goals" will mean the net income goals established annually by
the committee for GATX and each Subsidiary. See Exhibit II.
C. "Bonus" will mean the amount payable to a Participant under this Plan
for the current Plan Year, calculated in accordance with the provisions
of this Plan, and approved by the Committee.
1
D. "Profit Attainment Percentage" will mean the quotient of net income
divided by net income goal expressed as a percentage.
E. "Payout Percentage" will mean the percentage of the Bonus paid for the
Company or Subsidiary performance as determined by the Profit Attainment
Percentage. The relationship between the Profit Attainment Percentage
and the Payout Percentage is approved by the Committee and presented in
Exhibit III.
F. "Personal Evaluation Percentage" will mean the percentage of the Bonus
paid for the Participant's individual performance during the Plan Year
as determined from the performance or MBO rating. See Exhibit IV.
G. "Threshold" will mean the minimum level of net income required for
payout under the Earnings Portion of this Plan. See Exhibit II.
5. COMPONENTS OF THE BONUS.
The Bonus is composed of a GATX Earnings Portion, a Subsidiary Earnings
Portion and a Personal Portion. As soon as practical following the start of
each Plan Year, the Committee will establish Income Goals for GATX and each
participating subsidiary.
A. GATX Earnings Portion - The extent to which GATX meets its Income Goal -
determined by reference to the Profit Attainment Percentages (Exhibit
III) - will be the basis for the GATX Earnings Portion of the Bonus for
both corporate and subsidiary participants.
B. Subsidiary Earnings Portion - for subsidiary Participants, the extent to
which each subsidiary meets its Income Goals - determined by reference
to the Profit Attainment Percentages (Exhibit III) - will be the basis
for that subsidiary's Earnings Portion of the Bonus.
For corporate Participants, the Subsidiary Earnings Portion will
recognize the relative proportion of the Income Goals established for
each participating subsidiary. At the start of the Plan Year, each
participating subsidiary will be assigned a weight by the Committee
calculated on the basis of its Income Goals as a percent of the total of
the Income Goals of all participating subsidiaries, with a minimum
weight of 5.0% (Exhibit II). The extent to which each subsidiary meets
its Income Goal - determined by reference to the Profit Attainment
Percentages (Exhibit III) - will be the basis for the Subsidiary
Earnings Portion of the Bonus.
C. Personal Portion - The Personal Portion recognizes the level of the
Participant's individual performance (Exhibit IV). The percentage of
the Bonus represented by the Personal Portion may vary depending upon
whether or not the Threshold levels established annually for GATX (for
corporate Participants) and the subsidiaries (for subsidiary
Participants) are met.
2
6. WEIGHTING OF THE COMPONENTS OF THE BONUS.
As soon as practical following the start of each Plan Year, the Committee
will determine the weight to be allocated to each of the component parts of
the Bonus identified in paragraph 5 hereof. For the current Plan Year, the
component parts of the Bonus for each category of participant are attached
as Exhibit I.
7. CALCULATION OF THE BONUS.
A. The weighting of the Income Goals is multiplied by a Participant's
Target Bonus to determine the Target Value for the Income Goals.
(Exhibit V, Section A.)
B. Payout Percentages are determined from the Profit Attainment Percentages
as described in paragraph 5 (Exhibit V, Section B).
C. Payout Percentages are multiplied by the Target Values of the Income
Goals to determine the Earnings Portion of the Bonus. (Exhibit V,
Section C.) The Personal Portion is determined by multiplying the
Target Value of the Personal Portion by the Personal Evaluation
Percentage as determined from the table attached as Exhibit IV.
D. The Bonus will be the sum of the Earnings Portions and the Personal
Portion of the Bonus, provided that no Bonus payment will be made with
respect to the Earnings Portions unless the Company and participating
subsidiaries reach Threshold levels as established by the Committee.
8. ADMINISTRATION OF THE PLAN
A. Administration.
Administration of the Plan will be the responsibility of the Committee
which may delegate responsibility thereunder to the Corporate Director
of Compensation, Corporate Human Resources Department.
B. New Participants.
Subject to the provisions of the following sentence, new employees who
joint the Company during the Plan Year may be authorized to participate
in the Plan on a pro-rate basis with the approval of the Chief Executive
Officer. Participation under this Plan will not be available to any new
participant after October 1st of any Plan Year.
C. Transfers and Promotions.
If a Participant is transferred or promoted during the Plan Year causing
an adjustment in his Target Bonus, such Participant's Bonus will be
calculated on a pro-rata basis to reflect this change, but in no event
will a participation addition be made after October 1st.
3
D. Retirement, Death or Disability.
A Participant who retires, dies, or becomes totally and permanently
disabled, as that term is defined in the GATX Pension Plan for Salaried
Employees, during the Plan Year will be entitled to a pro-rated bonus in
accordance with Paragraph E.
E. Payment of Bonus.
Bonuses will be paid as soon as possible after the completion of the
Company's year-end audit, normally no later than March 1. The
Participant does not have a contractual right to receive the Bonus.
Participants become entitled to receive Bonus payments only after the
payments have been approved and authorized by the Committee.
F. Employment as a Condition Precedent.
No bonus will be paid, except pursuant to the provisions of Paragraph D
above, unless the Participant is an employee of the Company at the end
of the Plan Year.
G. No Employment Contract.
Neither the establishment of the Plan nor the authorization to be a
Participant in the Plan will be construed as giving the Participant the
right to be retained in the service of the Company.
H. Modification of Goals.
The Committee may, from time to time during the Plan Year, modify the
Plan as appropriate including (i) Income Goals, (ii) Thresholds, (iii)
Payout Percentages, (iv) assigned weights established for one or more
subsidiaries and (v) weighting of the Components of the Bonus if, in the
sole discretion of the Committee, any part of the Plan, including the
Income Goals, Thresholds, Payout Percentages, and weighting of the
Components of the Bonus previously established cease to be reasonable
measures of desired performance. Notwithstanding anything to the
contrary contained herein, the Committee shall have the authority and
exclusive discretion to determine whether income or expenses of an
unusual or nonreoccurring nature are to be included with other income of
the Company for purposes of determining whether the established Income
Goals have been achieved.
4
[Download Table]
EXHIBIT I
WEIGHTING OF THE COMPONENTS OF THE BONUS
1993 MANAGEMENT INCENTIVE COMPENSATION PLAN
CEO 100% GATX
OTHER SENIOR CORPORATE OFFICERS 30% GATX
and SUBSIDIARY PRESIDENTS 70% subsidiary or combined subsidiaries
----
100%
====
OTHER PARTICIPANTS 10% GATX
40% subsidiary or combined subsidiaries
50% Personal*
----
100%
====
* 30% if Threshold not met
[Download Table]
EXHIBIT II
INCOME GOALS, WEIGHTING OF THE INCOME GOALS, THRESHOLDS
1993 MANAGEMENT INCENTIVE COMPENSATION PLAN
1993 INCOME GOALS ($ in 000'S)
NET
INCOME CORP STAFF
GOAL WEIGHTING
------ ----------
GATC 57,171 49.46%
CAPITAL 20,249 17.52%
TERMINALS 26,122 22.60%
ASC 6,260 5.42%
LOGISTICS 3,150 5.00%
GATX CORP 78,990 0.00%
-------
100.00%
=======
THRESHOLDS
The Threshold will be 80% of the Income Goal for GATX and each participating
subsidiary with the exception of GATC, for which the Threshold will be 85% of
the Income Goal.
[Download Table]
EXHIBIT III
PROFIT ATTAINMENT AND PAYOUT PERCENTAGES
1993 MANAGEMENT INCENTIVE COMPENSATION PLAN
PAYOUT PERCENTAGE
PROFIT ATTAINMENT ---------------------------------------
PERCENTAGE GATX & ALL SUBS EXCEPT GATC GATC
----------------- --------------------------- ----
Threshold 80 30
81 35
82 40
83 45
84 50
GATC 85 55 55
86 60 60
87 65 65
88 70 70
89 75 75
90 80 80
91 83 83
92 86 86
93 89 89
94 92 92
95 95 95
96 96 96
97 97 97
98 98 98
99 99 99
100 100 100
101 101 101.3
102 102 102.7
103 103 104
104 104 106
105 105 110
106 108 114
107 111 118
108 114 122
109 117 126
110 120 130
111 123 134
112 126 138
113 129 142
114 132 146
115 135 150
116 138
117 141
118 144
119 147
120 150
Actual Payout Percentage will be interpolated, if necessary.
[Download Table]
EXHIBIT IV
PERFORMANCE EVALUATION PERCENTAGE DETERMINATION
1993 MANAGEMENT INCENTIVE COMPENSATION PLAN
Performance
Evaluation
Rating Evaluation Criteria Percentage
------ -------------------------------------------------- -----------
4 Performance was outstanding; consistently exceeded 150%
job requirements during the performance period.
3 Performance was fully satisfactory; met or at times 100%
exceeded job requirements during the performance
period.
2 Performance was less than satisfactory; some but 50%
not all job requirements were met during the
performance period.
1 Performance was very unsatisfactory; few job -0-
requirements were met during the performance period.
* * *
MANAGEMENT BY OBJECTIVES (MBO) RATINGS
-----------------------------------------------------
4 Substantially Exceeding Target 150%
3 On Target or Exceeding Target 100%
2 Progressing 50%
1 Not on Target -0-
Actual ratings may include a decimal place, i.e. a rating of 3.5 would result in
125% of the Personal Portion.
[Download Table]
EXHIBIT V
1993 MANAGEMENT INCENTIVE COMPENSATION PLAN
BONUS CALCULATION EXAMPLE
Employee: (Corporate Participant) Base Salary $75,000
Target Percentage 20.0%
Target Bonus $15,000
A. TARGETS - EARNINGS AND PERSONAL PORTIONS
Factor Weighting Target Bonus Target Value
--------------- ----------------------- ------------ ------------
1. CORP INCOME 10% = 10.000% $15,000.00 $1,500.00
2. GATC 49.46% x 40% = 19.784% $15,000.00 $2,967.60
Capital 17.52% x 40% = 7.008% $15,000.00 $1,051.20
Terminals 22.60% x 40% = 9.040% $15,000.00 $1,356.00
ASC 5.42% x 40% = 2.168% $15,000.00 $325.20
Logistics 5.00% x 40% = 2.000% $15,000.00 $300.00
3. PERSONAL 50% = 50.000% $15,000.00 $7,500.00
-------- ----------
TARGET AMOUNT 100.000% $15,000.00
======== ==========
B. GATX AND SUBSIDIARY PERFORMANCE
Factor Threshold Income Goal Actual Profit % Payout %
--------------- ---------- ----------- ---------- -------- --------
1. CORP INCOME 63,192,000 78,990,000 77,000,000 97.5% 97.5%
2. GATC 48,595,350 57,171,000 54,038,000 94.5% 93.5%
Capital 16,199,200 20,249,000 19,500,000 96.3% 96.3%
Terminals 20,897,600 26,122,000 23,755,000 90.9% 82.7%
ASC 5,008,000 6,260,000 6,213,000 99.2% 99.2%
Logistics 2,520,000 3,150,000 2,650,000 84.1% 50.5%
C. INDIVIDUAL BONUS CALCULATION
Factor Payout % Target Value Award
--------------- -------- ------------ ---------
1. CORP INCOME 97.5% x $1,500.00 = $1,462.50 $1,462.50
-------------------------
2. GATC 93.5% x $2,967.60 = $2,774.71
Capital 96.3% x $1,051.20 = $1,012.31
Terminals 82.7% x $1,356.00 = $1,121.41
ASC 99.2% x $325.20 = $322.60
Logistics 50.5% x $300.00 = $151.50 $5,382.53
-------------------------
3. PERSONAL 125.0% x $7,500.00 = $9,375.00 $9,375.00
-------------------------
TOTAL BONUS $16,220.03
Dates Referenced Herein and Documents Incorporated by Reference
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