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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/18 Packaging Corp of America 10-K 12/31/17 126:22M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.46M
2: EX-10.10 Material Contract HTML 63K
4: EX-21.1 Subsidiaries List HTML 42K
5: EX-23.1 Consent of Experts or Counsel HTML 39K
6: EX-24.1 Power of Attorney HTML 61K
3: EX-12.1 Statement re: Computation of Ratios HTML 71K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 42K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 42K
9: EX-32 Certification -- §906 - SOA'02 HTML 42K
16: R1 Document and Entity Information HTML 67K
17: R2 Consolidated Statements of Income and HTML 96K
Comprehensive Income
18: R3 Consolidated Statements of Income and HTML 46K
Comprehensive Income (Parenthetical)
19: R4 Consolidated Balance Sheets HTML 132K
20: R5 Consolidated Balance Sheets (Parenthetical) HTML 46K
21: R6 Consolidated Statements of Cash Flows HTML 129K
22: R7 Consolidated Statements of Changes in HTML 85K
Stockholders' Equity
23: R8 Nature of Operations and Basis of Presentation HTML 43K
24: R9 Summary of Significant Accounting Policies HTML 157K
25: R10 Acquisitions and Dispositions HTML 136K
26: R11 Earnings Per Share HTML 97K
27: R12 Other Expense, Net HTML 119K
28: R13 Income Taxes HTML 286K
29: R14 Goodwill and Intangible Assets HTML 124K
30: R15 Accrued Liabilities HTML 72K
31: R16 Debt HTML 152K
32: R17 Employee Benefit Plans and Other Postretirement HTML 735K
Plans
33: R18 Asset Retirement Obligations HTML 68K
34: R19 Share-Based Compensation HTML 205K
35: R20 Derivative Instruments and Hedging Activities HTML 64K
36: R21 Stockholders' Equity HTML 155K
37: R22 Concentrations of Risk HTML 43K
38: R23 Transactions With Related Parties HTML 42K
39: R24 Segment Information HTML 384K
40: R25 Commitments, Guarantees, Indemnifications, and HTML 124K
Legal Proceedings
41: R26 Quarterly Results of Operations (Unaudited) HTML 186K
42: R27 Summary of Significant Accounting Policies HTML 171K
(Policies)
43: R28 Summary of Significant Accounting Policies HTML 106K
(Tables)
44: R29 Acquisitions and Dispositions (Tables) HTML 130K
45: R30 Earnings Per Share (Tables) HTML 96K
46: R31 Other Expense, Net (Tables) HTML 118K
47: R32 Income Taxes (Tables) HTML 284K
48: R33 Goodwill and Intangible Assets (Tables) HTML 121K
49: R34 Accrued Liabilities (Tables) HTML 71K
50: R35 Debt (Tables) HTML 135K
51: R36 Employee Benefit Plans and Other Postretirement HTML 741K
Benefits (Tables)
52: R37 Asset Retirement Obligations (Tables) HTML 64K
53: R38 Share-Based Compensation (Tables) HTML 207K
54: R39 Derivative Instruments and Hedging Activities HTML 60K
(Tables)
55: R40 Stockholders' Equity (Tables) HTML 154K
56: R41 Segment Information (Tables) HTML 383K
57: R42 Commitments, Guarantees, Indemnifications, and HTML 118K
Legal Proceedings (Tables)
58: R43 Quarterly Results of Operations (Unaudited) HTML 185K
(Tables)
59: R44 Nature of Operations and Basis of Presentation - HTML 48K
Additional Information (Details)
60: R45 Summary of Significant Accounting Policies - HTML 121K
Additional Information (Details)
61: R46 Summary of Significant Accounting Policies - HTML 49K
Components of Inventories (Details)
62: R47 Summary of Significant Accounting Policies - HTML 71K
Property, Plant and Equipment (Details)
63: R48 Summary of Significant Accounting Policies - HTML 61K
Estimated Useful Lives of Assets (Details)
64: R49 Acquisitions and Dispositions - Additional HTML 136K
Information (Details)
65: R50 Acquisitions and Dispositions - Schedule of HTML 82K
Acquisitions (Details)
66: R51 Earnings Per Share - Computation of Basic and HTML 76K
Diluted Income Per Common Share (Details)
67: R52 Other Expense, Net (Details) HTML 78K
68: R53 Other (Expense), Net (Parentheticals) (Details) HTML 49K
69: R54 Income Taxes - Additional Information (Details) HTML 99K
70: R55 Income Taxes - Components of Consolidated Income HTML 66K
Tax Provision (Details)
71: R56 Income Taxes - Summary of Effective Tax Rate HTML 56K
(Details)
72: R57 Income Taxes - Summary of Effective Tax Rate HTML 41K
(Parenthetical) (Details)
73: R58 Income Taxes - Details of Scheduled Expiration HTML 67K
Dates of Tax Effected Net Operating Loss (NOL) and
Other Tax Carryforwards (Details)
74: R59 Income Taxes - Deferred Income Tax Assets and HTML 83K
Liabilities (Details)
75: R60 Income Taxes - Summary of Changes Related to PCAs HTML 52K
Gross Unrecognized Tax Benefits Excluding Interest
and Penalties (Details)
76: R61 Goodwill and Intangible Assets -Goodwill - HTML 45K
Additional Information (Details)
77: R62 Goodwill and Intangible Assets - Goodwill HTML 51K
(Details)
78: R63 Goodwill and Intangible Assets - Goodwill HTML 56K
(Parenthetical) (Details)
79: R64 Goodwill and Intangible Assets - Intangible Assets HTML 53K
(Details)
80: R65 Goodwill and Intangible Assets - Intangible Assets HTML 66K
(Parenthetical) (Details)
81: R66 Goodwill and Intangible Assets - Intangible Assets HTML 54K
- Additional Information (Details)
82: R67 Accrued Liabilities (Details) HTML 58K
83: R68 Debt - Summary of Debt (Details) HTML 91K
84: R69 Debt - Summary of Debt (Parenthetical) (Details) HTML 89K
85: R70 Debt - Additional Information (Details) HTML 163K
86: R71 Employee Benefit Plans and Other Postretirement HTML 123K
Benefits - Additional Information (Details)
87: R72 Employee Benefit Plans and Other Postretirement HTML 116K
Benefits - Change in Benefit Obligations and
Change in Fair Value of Plan Assets Related to
Pension and Postretirement Plans (Details)
88: R73 Employee Benefit Plans and Other Postretirement HTML 84K
Benefits - Components of Net Periodic Benefit Cost
and Other Comprehensive (Income) Loss (Details)
89: R74 Employee Benefit Plans and Other Postretirement HTML 54K
Benefits - Components of Net Periodic Benefit Cost
and Other Comprehensive (Income) Loss
(Parenthetical) (Details)
90: R75 Employee Benefit Plans and Other Postretirement HTML 57K
Benefits - Schedule of Weighted-Average
Assumptions Used to Determine Benefit Obligations
and Net Periodic Benefit Cost (Details)
91: R76 Employee Benefit Plans and Other Postretirement HTML 47K
Benefits - Schedule of Assumed Health Care Cost
Trend Rates for Postretirement Benefits (Details)
92: R77 Employee Benefit Plans and Other Postretirement HTML 47K
Benefits - Schedule of Effects of One-Percentage
Point Change in Assumed Health Care Cost Trends on
Postretirement Benefits (Details)
93: R78 Employee Benefit Plans and Other Postretirement HTML 56K
Benefits - Schedule of Pension Plan Asset
Investments and Target Allocations (Details)
94: R79 Employee Benefit Plans and Other Postretirement HTML 130K
Benefits - Fair Value Measurements of Plan Assets
(Details)
95: R80 Employee Benefit Plans and Other Postretirement HTML 44K
Benefits - Fair Value Measurements of Plan Assets
(Parenthetical) (Details)
96: R81 Employee Benefit Plans and Other Postretirement HTML 45K
Benefits - Summary of Changes in Pension Plans'
Level 3 Assets (Details)
97: R82 Employee Benefit Plans and Other Postretirement HTML 54K
Benefits - Schedule of Estimated Benefit Payments
(Details)
98: R83 Asset Retirement Obligations - Changes to Asset HTML 50K
Retirement Obligation (Details)
99: R84 Share-Based Compensation - Additional Information HTML 54K
(Details)
100: R85 Share-Based Compensation - Summary of Restricted HTML 73K
Stock and Performance Units Activity (Details)
101: R86 Share-Based Compensation - Summary of Restricted HTML 50K
Stock and Performance Units Activity
(Parenthetical) (Details)
102: R87 Share-Based Compensation - Compensation Expense HTML 51K
for Restricted Stock and Performance Units
(Details)
103: R88 Share-Based Compensation - Unrecognized HTML 48K
Compensation Expense for Share-Based Awards
(Details)
104: R89 Derivative Instruments and Hedging Activities - HTML 53K
Additional Information (Details)
105: R90 Derivative Instruments and Hedging Activities - HTML 47K
Impact of Derivative Instruments on Consolidated
Statements of Income and OCI (Details)
106: R91 Stockholders' Equity - Additional Information HTML 53K
(Details)
107: R92 Stockholders' Equity - Share Repurchase Program HTML 47K
(Details)
108: R93 Stockholders' Equity - Changes in Accumulated HTML 68K
Other Comprehensive Income by Component (Details)
109: R94 Stockholders' Equity - Reclassifications Out of HTML 79K
Accumulated Other Comprehensive Income (Details)
110: R95 Stockholders' Equity - Changes in Accumulated HTML 42K
Other Comprehensive Income by Component
(Parenthetical) (Details)
111: R96 Concentrations of Risk - Additional Information HTML 64K
(Details)
112: R97 Transactions With Related Parties - Additional HTML 59K
Information (Details)
113: R98 Segment Information - Additional Information HTML 71K
(Details)
114: R99 Segment Information - Segment Sales to External HTML 72K
Customers by Product Line (Details)
115: R100 Segment Information - Analysis of Operations by HTML 121K
Reportable Segment (Details)
116: R101 Segment Information (Parenthetical) (Details) HTML 182K
117: R102 Commitments, Guarantees, Indemnifications, and HTML 93K
Legal Proceedings - Additional Information
(Details)
118: R103 Commitments, Guarantees, Indemnifications, and HTML 57K
Legal Proceedings - Schedule of Minimum Lease
Payments Under Non-Cancelable Operating Leases
(Details)
119: R104 Commitments, Guarantees, Indemnifications, and HTML 49K
Legal Proceedings - Schedule of Assets Held Under
Capital Lease Obligations (Details)
120: R105 Commitments, Guarantees, Indemnifications, and HTML 65K
Legal Proceedings - Schedule of Future Minimum
Payments Under Capitalized Leases (Details)
121: R106 Commitments, Guarantees, Indemnifications, and HTML 54K
Legal Proceedings - Schedule of Purchase
Commitments (Details)
122: R107 Quarterly Financial Data - Summary of Quarterly HTML 71K
Financial Data (Details)
123: R108 Quarterly Financial Data - Summary of Quarterly HTML 151K
Financial Data (Parenthetical) (Details)
125: XML IDEA XML File -- Filing Summary XML 243K
124: EXCEL IDEA Workbook of Financial Reports XLSX 168K
10: EX-101.INS XBRL Instance -- pkg-20171231 XML 7.17M
12: EX-101.CAL XBRL Calculations -- pkg-20171231_cal XML 302K
13: EX-101.DEF XBRL Definitions -- pkg-20171231_def XML 1.19M
14: EX-101.LAB XBRL Labels -- pkg-20171231_lab XML 2.00M
15: EX-101.PRE XBRL Presentations -- pkg-20171231_pre XML 1.78M
11: EX-101.SCH XBRL Schema -- pkg-20171231 XSD 288K
126: ZIP XBRL Zipped Folder -- 0001564590-18-003690-xbrl Zip 354K
Exhibit 10.10
PACKAGING CORPORATION OF AMERICA
Amended and Restated
EXECUTIVE INCENTIVE COMPENSATION PLAN
Effective: December 29, 2017
Page 1 of 6
PACKAGING CORPORATION OF AMERICA
amended and restated EXECUTIVE INCENTIVE COMPENSATION PLAN
Section 1 – Establishment and Purpose
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1.1 |
Establishment of this Plan. Packaging Corporation of America hereby establishes the “PACKAGING CORPORATION OF AMERICA AMENDED AND RESTATED EXECUTIVE INCENTIVE COMPENSATION PLAN” (the “Plan”), set forth herein, effective April 12, 1999, and amended and restated as of July 26, 2006, February 28, 2007 and December 29, 2017. |
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1.2 |
Purpose. The purpose of this Plan is to create value for the shareholders of Packaging Corporation of America by: |
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(a) |
Reinforcing a results-oriented management culture by providing cash incentive opportunities focused on the Company’s level of earnings, performance against the annual operating plan, performance against other performance measures, performance against= industry competitors, industry economic conditions, and specific individual performance. |
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(b) |
Providing a means to make special awards to individuals in recognition of both accomplishment of longer-term objectives and to reward significant accomplishments. These accomplishments may include items such as market share improvement, debt reduction, mergers, acquisitions, divestitures, safety and environmental awards and performance, or industry-wide recognition of Company results and performance. |
Section 2 – Plan Definitions
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(a) |
Company means Packaging Corporation of America and any successor employer, which adopts or assumes this Plan (collectively, “PCA”), and any subsidiary corporation designated by the Board as eligible to participate in this Plan; except that when used with reference to authority under this Plan, Company shall mean PCA exclusively. |
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(b) |
Board means the Board of Directors of PCA. |
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(c) |
Compensation Committee means those members of the Compensation Committee of the Board who are not employees of the Company. This Committee is charged with the overall authority for this Plan. |
Page 2 of 6
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(d) |
Effective Date means April 12, 1999, and as amended and restated on July 26, 2006, February 28, 2007 and December 29, 2017. |
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(e) |
Executive Officer means any person elected by the Board to serve as an executive officer of the Company. |
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(f) |
Participants mean the group of all persons who have been approved for participation in this Plan. |
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(g) |
Performance Period means each consecutive twelve-month period commencing January 1 of each year. |
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(h) |
Incentive Target Award Pool means, with respect to each Performance Period, the targeted amount of dollars as determined by the Compensation Committee to be paid as incentive awards to all Participants. |
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(i) |
Incentive Actual Award Pool means, with respect to each Performance Period, the total amount of dollars to be paid as incentive awards to all Participants, which shall be between 0 and 200% of the Incentive Target Award Pool |
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(j) |
Special Award Pool means, with respect to each Performance Period, the total amount of dollars as determined by the Compensation Committee to be paid to Participants who have been granted a Special Award in recognition of their efforts as described in 1.2(b). |
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(k) |
Individual Incentive Target Award means, for each Participant, the anticipated individual incentive award determined as either a percentage of their base salary, or as a percentage of their salary grade midpoint or otherwise based upon their position within the Company. The Individual Incentive Target Award does not include the amount of any Individual Special Award. |
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(l) |
Individual Incentive Actual Award means the actual incentive award to be paid to each Participant. |
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(m) |
Individual Special Award means an award paid to a Participant from the Special Award Pool in addition to their Individual Incentive Actual Award. |
Section 3 – Eligibility and Participation
Page 3 of 6
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to those individuals who, by the nature and scope of their positions, significantly impact the overall results of the Company. The Company will determine which individuals are eligible to participate in this Plan by virtue of their position with the Company and will determine for each Performance Period the individual Participants. |
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3.2 |
Cessation of Participation. The Company may withdraw its approval of an existing position at any time during the Performance Period. Subject to Section 9, Participants whose employment is terminated during the Performance Period for reasons other than disability, death, or retirement under a Company retirement plan shall forfeit participation in this Plan unless otherwise authorized by the Company. At the sole discretion of the Company, participation may be prorated for Participants who become disabled, die, retire or are assigned to a non-eligible position during the Performance Period. |
Section 4 – Awards
|
4.1 |
Incentive Target Award Pool. Within 90 days after the commencement of each Performance Period the Compensation Committee shall establish the Incentive Target Award Pool for executive officers and the Company shall establish the Incentive Target Award Pool for other Participants. The Company may adjust the Incentive Target Award Pool during the Performance Period to accommodate for the admission or elimination of Participants to or from this Plan, or to incorporate adjustments to the Individual Incentive Target Awards of Participants whose salary grade changes during the Performance Period. |
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4.2 |
Determination of Individual Incentive Target Awards. Annually, the Compensation Committee shall determine the Individual Incentive Target Awards applicable to the Chairman and Chief Executive Officer and each other executive officer of the Company, and the Company shall determine the Individual Incentive Target Awards applicable to all other Participants. |
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4.3 |
Determination of Incentive Actual Award Pool. The Compensation Committee shall, promptly after the date on which all necessary financial and other information becomes available, certify the degree to which Company performance was achieved based upon level of earnings, actual performance against the annual operating plan and industry competitors, performance against such other performance measures as the Compensation Committee or the Company, as the case may be, shall have determined when establishing Individual Incentive Target Awards, industry economic conditions, and specific individual performance. In exercising its sole discretion, the Compensation Committee may use such objective or subjective factors as it determines to be appropriate in the decision-making process, including the recommendations of the Company, and will determine the total amount of incentive actual awards |
Page 4 of 6
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payable under this Plan for the Performance Period. |
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4.4 |
Determination of Individual Incentive Actual Awards. The Compensation Committee shall approve the Individual Incentive Actual Awards for the Chairman and Chief Executive Officer and each other Executive Officer of the Company, and the Company shall approve the Individual Incentive Actual Awards for all other Participants. |
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4.5 |
Determination of Special Award Pool. The Compensation Committee shall, at the conclusion of each Performance Period, determine the amount to be paid as Individual Special Awards to individual Participants. Neither the Compensation Committee nor the Company shall be under any obligation to make any special award to any Participant for any Performance Period. |
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4.6 |
Determination of Individual Special Awards. The Compensation Committee, at the conclusion of each Performance Period, shall determine the amount of the Individual Special Awards, if any, to be paid to the Chairman and Chief Executive Officer and each other Executive Officer of the Company, and the Company shall approve the Individual Special Awards, if any, for all other Participants in recognition of their accomplishments under the criteria set forth in Section 1.2(b). An Individual Special Award may not exceed one times base salary for the individual receiving the special award and, is in addition to a Participant’s Individual Incentive Actual Award. |
Section 5 – Compensation Committee Authority. Subject to Section 9 hereof, the Compensation Committee shall have the right at any time in its sole discretion to modify, eliminate or withdraw for such Performance Period or any other periods as it may determine, any payments under Section 4 hereof, in part or in whole.
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Except to the extent prohibited by applicable law or the rules of any stock exchange on which the Company’s Common Stock is listed, the Compensation Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it, including officers or employees of the Company. Any such allocation or delegation may be revoked by the Compensation Committee at any time. For the avoidance of doubt, the standing practice of the Compensation Committee has been to delegate the authority granted to it under Section 4 above to the Chief Executive Officer of the Company for awards to all Participants who are not Executive Officers. |
Section 6 - Payment of Individual Awards. Actual awards will be paid to Participants in cash as soon as practical following approval of the Incentive Actual Award Pool,
Page 5 of 6
the Special Award Pool, the Individual Incentive Actual Awards, and the Individual Special Awards. The Company shall have the right to deduct from all payments made under this Plan to a Participant or to a Participant’s beneficiary or beneficiaries any federal, state, foreign, city or local taxes required by law to be withheld with respect to such payments.
Section 7 - Administration. This Plan shall be administered by the Compensation Committee. Any interpretation of this Plan and any decision on any matter pertaining to this Plan made by the Compensation Committee in its discretion shall be final, binding, and conclusive upon all persons.
Section 8 – Employment Rights and Other Benefit Programs. This Plan does not constitute a contract of employment, and participation in this Plan will not give a Participant the right to continue in the employ of the Company on a full-time, part-time, or any other basis. In the absence of any specific agreement to the contrary, this Plan shall not affect any right of the Company to terminate, with or without cause, any Participant’s employment at any time. Subject to Section 9, participation in this Plan will not give any Participant any right or claim to any benefit under this Plan, unless such right or claim has specifically been granted by the Compensation Committee in writing under the terms of this Plan.
Section 9 – Amendment and Termination. The Compensation Committee, in its absolute discretion and without notice, may at any time and from time to time modify or amend, in whole or in part, any or all of the provisions of this Plan, or suspend or terminate this Plan entirely; provided that the neither the Compensation Committee nor the Company may terminate the obligation of the Company to pay an Individual Incentive Actual Award to a Participant after approval thereof, without the consent of such Participant..
Section 10 – Applicable Laws. This Plan shall be construed, administered and governed in all respects under and by the laws of the State of Illinois, without regard to its conflict of laws principles.
Section 11 - Interests Not Transferable. Any interests of Participants under this Plan may not be voluntarily sold, transferred, alienated, assigned or encumbered, other than by will or pursuant to the laws of descent and distribution.
Section 12 - Severability. In the event any provision of this Plan shall be held to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if such illegal or invalid provisions had never been contained in this Plan.
Section 13 - Effect on Other Plans or Agreements. Payments or benefits provided to a Participant under any stock, deferred compensation, savings, retirement or other employee benefit plan are governed solely by the terms of such plan.
Page 6 of 6
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/28/18 | 4 | ||
| For Period end: | 12/31/17 | 11-K, 5 | ||
| 12/29/17 | ||||
| 2/28/07 | 4 | |||
| 7/26/06 | 4 | |||
| 4/12/99 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Packaging Corp. of America 10-K 12/31/23 126:22M Donnelley … Solutions/FA 2/23/23 Packaging Corp. of America 10-K 12/31/22 132:30M Donnelley … Solutions/FA 2/24/22 Packaging Corp. of America 10-K 12/31/21 134:28M Donnelley … Solutions/FA 2/24/21 Packaging Corp. of America 10-K 12/31/20 135:26M ActiveDisclosure/FA |