{"id":38795,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/discretionary-incentive-compensation-plan-daimler-chrysler.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"discretionary-incentive-compensation-plan-daimler-chrysler","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/discretionary-incentive-compensation-plan-daimler-chrysler.html","title":{"rendered":"Discretionary Incentive Compensation Plan &#8211; Daimler Chrysler Corp."},"content":{"rendered":"<pre>\nMay 6, 1998\n \n \n                              CHRYSLER CORPORATION\n                   DISCRETIONARY INCENTIVE COMPENSATION PLAN\n \n1. PURPOSE\n \nThe purpose of the Chrysler Corporation Discretionary Incentive\nCompensation Plan (the \"Plan\") is to encourage the continued and energetic\nefforts of officers and key salaried employees (\"Employees\") of Chrysler\nCorporation (\"Chrysler\") and its subsidiaries (Chrysler and its \nsubsidiaries are referred to collectively as the \"Corporation\") on \nbehalf of the Corporation by enabling them to share in the profits of \nthe Corporation, in accordance with the resolution adopted by the \nStockholders of Chrysler at their Annual Meeting on April 16, 1929, as \namended and as it may be further amended from time to time (the \n\"Stockholders' Resolution\").\n \n2. INCENTIVE COMPENSATION COMMITTEE\n \nThe Board of Directors of Chrysler (the \"Board\") will appoint not less \nthan three Directors, none of whom will be entitled to receive funds \nor securities pursuant to any Incentive Plan (as defined in the \nStockholders' Resolution) of Chrysler, to be an Incentive Compensation \nCommittee (the \"Committee\") to administer this Plan. All of the members \nof the Committee will be \"disinterested persons\" (which term as used \nherein shall have the meaning ascribed to it in Rule 16b-3 under the \nSecurities Exchange Act of 1934, or in any amendment thereof in effect\nat the relevant time). The Committee may designate a Secretary, one or \nmore Assistant Secretaries and an Administrator, none of whom\nneed be Directors of Chrysler. The Committee will have authority, in \nits discretion, to prescribe, amend, and rescind rules and regulations \nrelating to this Plan.\n \n3. INCENTIVE COMPENSATION FUND\n \nFor each fiscal year the Board will authorize and approve the amount to \nbe provided out of the earnings of the Corporation for such fiscal year \nfor purposes of this Plan, the Chrysler Corporation Incentive \nCompensation Plan, and the Chrysler Corporation Long-Term Incentive \nPlan (collectively, the \"Plans\"), not to exceed the amount permitted \nby the Stockholders' Resolution, and will authorize and direct the \nproper officers of the Corporation to set aside the amount and to add \nto it (a) any amount authorized and approved by the Board for\nany prior fiscal year but not previously awarded and (b) any amount \nawarded for any prior fiscal year that has been forfeited. The sum of \nthose amounts (or such part thereof as the Board may determine should \nbe made available for awards for any fiscal year) will be the \nIncentive Compensation Fund for that fiscal year (the \"Fund\"). Any \npart of the Fund that the Board determines shall not be made\navailable for awards for any fiscal year will be carried forward and \nmay be awarded in a subsequent fiscal year.\n \n4. PARTICIPANTS\n \n     The committee, in its sole and absolute discretion, has full power to\ndetermine by salary, salary grade, salary band, classification, or otherwise,\nthe Employees (including those who have joined the Corporation or retired or\ndied or have been granted a leave of absence or were laid off during the year)\nwho may participate in the Plan in any year (\"Participants\").\n \n5. AWARDS\n \n     Each year the Committee may award under this Plan to each Participant such\nshare of the Fund as the Committee shall determine (below called an Award). The\nAward to a Participant may be based on an\n\n \nassessment of the Participant's individual performance during the year, or on\ncorporate performance, or both, as the Committee may determine.\n \n     The Committee shall have full and final authority in performing these\nduties, but shall report to the Board the share of the Fund awarded under this\nPlan.\n \n6. PAYING AND EARNING OUT OF AWARDS UNDER THIS PLAN\n \n     Awards under this Plan shall be paid to Participants in one lump sum,\nunless the Committee, in its discretion, determines that an Award shall be paid\nin installments.\n \n     A Participant will have earned out under this Plan an Award payable in one\nlump sum, or the first installment of an Award payable in installments, if his\nor her employment with the Corporation has been continuous (a) up to the date of\npayment of the Award payable in one lump sum, or of the first installment of the\nAward payable in installments, as the case may be, or (b) up to the date of the\nParticipant's retirement or death if he or she should retire or die before the\ndate of such payment, or (c) up to the date the Participant was granted a leave\nof absence if such leave of absence was granted before the date of such payment,\nor (d) up to the date the Participant was laid off if he or she was laid off\nbefore the date of such payment. A Participant will have earned out a subsequent\ninstallment if his or her employment with the Corporation has been continuous up\nto and including (a) the December 31 immediately preceding the date the\ninstallment is payable, or (b) the date of the Participant's death if he or she\nshould die before such December 31, or (c) such date as the Corporation may\ndetermine under all other circumstances.\n \n     A Participant whose employment with the Corporation is terminated other\nthan by death will not thereafter earn out under this Plan any installment of an\nAward payable in installments unless the Corporation expressly consents in\nwriting to waive the condition of continuous employment with the Corporation,\nand the Participant thereafter will earn out each installment only if up to and\nincluding the December 31 immediately preceding the date the installment is\npayable the Participant neither (a) takes other employment or renders services\nto others without the written consent of the Corporation, nor (b) conducts\nhimself or herself in a manner adversely affecting the Corporation, the\ndetermination by the Committee that a Participant has so conducted himself or\nherself to be final and conclusive.\n \n     Any installment which a Participant fails to earn out under this Plan shall\nbe forfeited and included in the Fund for a subsequent year.\n \n     Nothing in this Plan shall prevent the Corporation from discharging or\nrequesting the resignation of any Participant.\n \n     An Award payable in one lump sum, or the first installment of an Award\npayable in installments, shall be paid to the Participant on such date as the\nCommittee shall determine, and if the Participant complies with the conditions\nfor earning out a subsequent installment, it shall be paid to him or her on such\ndate in the year in which it is payable as the Committee shall determine.\n \n     Any lump sum payment or installment earned out under this Plan and payable\nto the Participant who is deceased shall be paid to his or her legal\nrepresentative in such manner and at such time as it would have been paid to the\nParticipant were he or she then alive and in the employ of the Corporation.\n \n7. FORM OF PAYMENTS UNDER THIS PLAN\n \n     The Committee in its sole and absolute discretion shall determine for any\nyear whether under this Plan the lump sum payment or the installment of any\nAwards payable in that year shall be paid in cash or in shares of Chrysler\nstock, or partly in cash and partly in shares of Chrysler stock, the shares to\nbe shares held by the Corporation in its treasury or purchased by the\nCorporation in the market for distributing in place of cash, the shares to be\nvalued for this purpose in accordance with the Stockholder's Resolution, with\ncash in place of fractional shares.\n \n                                        2\n\n8. DEFERRAL OF PAYMENT\n \n     A Participant may voluntarily elect to defer receipt of payment under this\nPlan of all or any part of an Award payable in one lump sum or of any\ninstallment of an Award payable in installments upon such terms and conditions\nas the Committee may prescribe.\n \n9. COSTS\n \n     All costs of administering the Plan shall be borne by the Corporation and\nshall not be charged against the Fund.\n \n10. PAYMENTS UPON A CHANGE IN CONTROL\n \n     Notwithstanding any other provisions hereof, if a \"Change in Control\" (as\ndefined in paragraph 10(B) hereof) of Chrysler shall occur, the following shall\nbe paid, in cash, no later than the tenth day following such Change in Control:\n(a) all unpaid installments of an Award payable in installments under this Plan,\n(b) all voluntary deferrals made by a Participant under this Plan (except\ndeferrals made into the Chrysler Corporation Salaried Employees Savings Plan and\nthe Chrysler Corporation Salaried Employees Supplemental Savings Plan, which\ndeferrals will be governed by the terms of such Plans), and (c) all unpaid\nAwards made (including any made pursuant to paragraph 10(A) hereof) for any\ncompleted fiscal year which preceded the Change in Control.\n \n     A. MAKING AWARDS FOR COMPLETED YEARS. Upon the occurrence of a \"Potential\nChange in Control\" (as defined in paragraph 10(C) hereof), if there is any\ncompleted fiscal year of the Corporation for which the audited financial\nstatements of the Corporation are available and for which the Board has not yet\ndetermined the Incentive Compensation Fund and\/or for which the Committee has\nnot yet determined the Awards, such determinations and the payments of any\nAwards so determined shall be made as soon as reasonably possible.\n \n     B. CHANGE IN CONTROL DEFINITION. \"Change in Control\" shall mean a change in\ncontrol of Chrysler, which shall be deemed to have occurred:\n\n          (i) if any Person (as defined below) is or becomes the Beneficial \n     Owner (as defined below) of securities of Chrysler representing 20% or \n     more of the combined voting power of Chrysler's then outstanding \n     securities (unless the event causing the 20% threshold to be crossed in \n     an acquisition of securities directly from Chrysler); or\n \n          (ii) if during any period of two consecutive years beginning after \n     June 7, 1990, individuals who at the beginning of such period constitute \n     the Board and any new Director (other than a Director designated by a \n     Person who has entered into an agreement with Chrysler to effect a \n     transaction described in paragraph (i), (iii) or (iv) of this Change in\n     Control definition) whose election or nomination for election was approved\n     by a vote of at least two-thirds (2\/3) of the Directors then still in\n     office who either were Directors at the beginning of the period or whose\n     election or nomination for election was previously so approved, cease for\n     any reason to constitute a majority of the Board; or\n        \n          (iii) upon the approval by the stockholders of Chrysler of a merger or\n     consolidation of Chrysler with any other corporation (other than a merger\n     or consolidation which would result in the voting securities of Chrysler\n     outstanding immediately prior thereto continuing to represent (either by\n     remaining outstanding or by being converted into voting securities of the\n     entity surviving such merger or consolidation), in combination with voting\n     securities of Chrysler or such surviving entity held by a trustee or other\n     fiduciary pursuant to any employee benefit plan of Chrysler or such\n     surviving entity or any subsidiary of Chrysler or such surviving entity, at\n     least 80% of the combined voting power of the voting securities of Chrysler\n     or such surviving entity outstanding immediately after such merger or\n     consolidation) if, and only if, such merger or consolidation is\n     ultimately consummated; or\n \n          (iv) if the stockholders of Chrysler approve a plan of complete\n     liquidation or dissolution of Chrysler or an agreement for the sale or\n     disposition by Chrysler of all or substantially all Chrysler's assets.\n \n                                        3\n\n \n     For purposes of the definition of Change in Control in this paragraph\n10(B): (a) \"Person\" shall have the meaning ascribed to such term in Section\n3(a)(9) of the Securities Exchange Act of 1934, as amended (the \"Exchange Act\"),\nas supplemented by Section 13(d)(3) of the Exchange Act, provided, however, that\nPerson shall not include (i) Chrysler, any subsidiary of Chrysler or any other\nPerson controlled by Chrysler, (ii) any trustee or other fiduciary holding\nsecurities under any employee benefit plan of Chrysler or any subsidiary of\nChrysler, or (iii) a corporation owned, directly or indirectly, by the\nstockholders of Chrysler in substantially the same proportions as their\nownership of securities of Chrysler; and (b) a Person shall be deemed the\n\"Beneficial Owner\" of any securities which such Person, directly or indirectly,\nhas the right to vote or dispose of or otherwise has \"beneficial ownership\" of\n(within the meaning of Rule 13d-3 under the Exchange Act), including pursuant to\nany agreement, arrangement or understanding (whether or not in writing);\nprovided, however, that (i) a Person shall not be deemed the Beneficial Owner of\nany security as a result of an agreement, arrangement or understanding to vote\nsuch securities (x) arising solely from a revocable proxy or consent given in\nresponse to a public proxy or consent solicitation made pursuant to, and in\naccordance with, the Exchange Act and the applicable rules and regulations\nthereunder or (y) made in connection with, or to otherwise participate in, a\nproxy or consent solicitation made, or to be made, pursuant to, and in\naccordance with, the applicable provisions of the Exchange Act and the\napplicable rules and regulations thereunder, in either case described in clause\n(x) or clause (y) above, whether or not such agreement, arrangement or\nunderstanding is also then reportable by such Person on Schedule 13D under the\nExchange Act (or any comparable or successor report), and (ii) a Person engaged\nin business as an underwriter of securities shall not be deemed to be the\nBeneficial Owner of any securities acquired through such Person's participation\nin good faith in a firm commitment underwriting until the expiration of forty\ndays after the date of such acquisition.\n \n     C.  POTENTIAL CHANGE IN CONTROL DEFINITION.  A \"Potential Change in\nControl\" shall be deemed to have occurred if the conditions set forth in any one\nof the following paragraphs shall be satisfied:\n \n          (i) Chrysler enters into an agreement, the consummation of which would\n     result in the occurrence of a Change in Control;\n \n          (ii) Chrysler or any Person (as defined in paragraph 10(B) hereof)\n     publicly announces an intention to take or to consider taking actions which\n     if consummated, would constitute a Change in Control;\n \n          (iii) any Person who is or becomes the Beneficial Owner (as defined in\n     paragraph 10(B) hereof), directly or indirectly, of securities of Chrysler\n     representing 10% or more of the combined voting power of Chrysler's then\n     outstanding securities, increases such Person's beneficial ownership of\n     such securities by 5% or more over the percentage so owned by such Person\n     on the date hereof; or\n \n          (iv) the Board adopts a resolution to the effect that, for purposes of\n     this Plan, a Potential Change in Control has occurred.\n \n11. INTERPRETATION\n \n     The Board shall have full power and authority to interpret and construe\nthis Plan and its interpreting and construing of this Plan and acts pursuant to\nthis Plan in good faith shall be final and conclusive. The Board may correct any\ndefect or supply any omission or reconcile any inconsistency in such a manner\nand to such an extent as it shall find expedient to carry this Plan into effect,\nand it shall be the sole and final judge of the expediency. If any such\ninterpreting or construing shall involve a question of law, the Board may rely\nand act upon the opinion of counsel (who may be counsel to Chrysler) on the\nquestion of law.\n \n12. EFFECTIVE PERIOD\n \n     The Plan shall become effective, upon approval by the Board, beginning\nDecember 1, 1994, and shall remain in effect until terminated as provided in\nParagraph 16.\n \n                                        4\n\n \n13.  AMENDMENT AND TERMINATION\n \n     At any time the Board may amend, alter or terminate this Plan (consistent\nwith the Stockholders' Resolution) as the Board shall deem advisable; provided,\nhowever, that the Board may not: (a) without the approval of the holders of a\nmajority of the shares of Common Stock of Chrysler voting on the matter,\nincrease the total amount that under the Stockholders' Resolution may be\nprovided out of the earnings of the Corporation for incentive compensation and\n(b) without the approval of the holders of a majority of the shares of Common\nStock of Chrysler issued and outstanding, issue shares of Chrysler stock for\ndistributing in place of cash; and provided further, however, that terminating\nor amending this Plan shall not terminate the right of any Participant to earn\nout and thereby become entitled to receive, in the same manner as if this Plan\nhad not been terminated or amended, any unpaid installment of an Award made to\nhim under this Plan prior to the terminating or amending of this Plan.\n \n                                        5\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7265],"corporate_contracts_industries":[9388],"corporate_contracts_types":[9539,9546],"class_list":["post-38795","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-daimler-chrysler-corp","corporate_contracts_industries-autos__autos","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38795","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38795"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38795"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38795"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38795"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}