{"id":40079,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/long-term-cash-incentive-plan-kmart-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"long-term-cash-incentive-plan-kmart-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/long-term-cash-incentive-plan-kmart-corp.html","title":{"rendered":"Long-Term Cash Incentive Plan &#8211; Kmart Corp."},"content":{"rendered":"<pre>\n                                KMART CORPORATION\n                          LONG-TERM CASH INCENTIVE PLAN\n\n\n\n1. PURPOSES; CONSTRUCTION.\n\n   The purposes of the Kmart Corporation Long-Term Cash Incentive Plan (the\n\"Plan\") are to attract and retain highly-qualified executives by providing\nappropriate performance-based long-term incentive awards, to align executive and\nstockholder interests by creating a direct link between executive compensation\nand company performance, thereby enhancing stockholder return, and to provide\nincentives to executives to contribute to the success of the Company.\n\n2. DEFINITIONS.\n\n   As used in this Plan, the following words and phrases shall have the\nfollowing meanings:\n\n        (a) \"Board\" shall mean the Board of Directors of the Company.\n\n        (b) \"Bonus\" shall mean any incentive bonus award granted pursuant to\nthis Plan; the payment of any such award shall be contingent upon the attainment\nof Performance Goals with respect to a Performance Cycle.\n\n        (c) \"Change in Control\" shall mean the occurrence of an event described\nin Section 6(d) hereof.\n\n        (d) \"Code\" shall mean the Internal Revenue Code of 1986, as amended from\ntime to time.\n\n        (e) \"Committee\" shall mean the Compensation and Incentives Committee of\nthe Board.\n\n        (f) \"Company\" shall mean Kmart Corporation, a corporation organized\nunder the laws of the State of Michigan, or any successor corporation.\n\n        (g) \"Exchange Act\" shall mean the Securities Exchange Act of 1934, as\namended from time to time, and as now or hereafter construed, interpreted and\napplied by regulations, rulings and cases.\n\n        (h) \"Participant\" shall mean an officer of the Company (corporate vice\npresidents and higher) or one of its Subsidiaries who is eligible to participate\nherein pursuant to Article 3 hereof and for whom a target Bonus is established\nwith respect to the relevant Performance Cycle.\n\n        (i) \"Performance Cycle\" shall mean the two year period commencing on the\nfirst day of a Plan Year and ending on the last day of the next Plan Year\n\n        (j) \"Performance Goal(s)\" shall mean the criteria and objectives which\nmust be met during a Performance Cycle as a condition of the Participant's\nreceipt of payment with respect to a Bonus, as described in Article 5 hereof.\n\n        (k) \"Plan\" shall mean this Kmart Corporation Long-Term Cash Incentive\nPlan, as amended from time to time.\n\n        (l) \"Plan Year\" shall mean the Company's fiscal year.\n\n        (m) \"Subsidiary\" shall mean any subsidiary of the Company which is\ndesignated by the Board or the Committee to have any one or more of its officers\nor employees participate in the Plan.\n\n3. ELIGIBILITY.\n\n   Bonuses may be granted hereunder to such officers of the Company and any of\nits Subsidiaries as are designated by the Committee. In determining the officers\nto whom Bonuses shall be granted, the Committee shall take into account such\nfactors as the Committee shall deem relevant in connection with accomplishing\nthe purposes of the Plan.\n\n\n\n                                       1\n\n\n4.  NO STOCK SUBJECT TO PLAN.\n\n    No shares of any stock shall be reserved for, or issued under, the Plan.\n\n5.  PERFORMANCE GOALS.\n\n    Performance Goals may be expressed in terms of (i) the Company's return on\nequity, assets, capital or investment, (ii) pre-tax or after-tax profit levels\nof the Company, the Subsidiaries, subdivisions thereof, or any combination of\nthe foregoing, (iii) expense reduction levels; (iv) implementation of critical\nprojects or processes, (v) changes in market price of the stock, (vi) leadership\neffectiveness, (vii) customer satisfaction, (viii) inventory, and\/or (ix) any\nother goals or objectives the Committee shall deem relevant in connection with\naccomplishing the purposes of the Plan. To the extent applicable, any such\nPerformance Goal shall be determined in accordance with generally accepted\naccounting principles and reported upon by the Company's independent\naccountants. Performance Goals: (a) shall include the target level of\nperformance at which 100% Bonus payment shall be made and below which no Bonus\npayment shall be made, and a maximum level of performance at which 150% Bonus\npayment shall be made and above which no additional Bonus shall be paid; and (b)\nmay include levels of performance at which specified percentages of the target\nBonus between 100% and 150% shall be paid if and to the extent the Participant\nexceeded the Performance Goal(s). The Performance Goals established by the\nCommittee may be (but need not be) different each Performance Cycle and\ndifferent goals may be applicable to different Participants.\n\n6. BONUSES.\n\n   (a) In General. For each Performance Cycle, the Committee shall specify the\nPerformance Goal(s) applicable to each Participant for such Performance Cycle\nand the amount of, or the formula for determining, the target Bonus for each\nParticipant with respect to such Performance Cycle. A Participant's target Bonus\nfor each Performance Cycle shall be expressed as either a dollar amount or as a\npercentage of the salary midpoint for the Participant's salary grade. Unless\notherwise provided by the Committee in its, or except as set forth in Section\n6(d) hereof, payment of a Bonus for a particular Performance Cycle shall: (i) be\nmade only if and to the extent the Performance Goal(s) with respect to such\nPerformance Cycle are fully attained and only if the Participant is employed by\nthe Company or a Subsidiary on the last day of the Performance Cycle; and (ii)\nbe prorated if the Participant was on a leave of absence for a period greater\nthan 90 days during the Performance Cycle or was not an eligible Participant for\nthe entire Performance Cycle.\n\nThe actual amount of Bonus payable under the Plan shall be 100% of the target\nbonus if the Participant achieved the Performance Goal(s), or be between 100%\nand 150% of the target bonus if the Participant exceeded the Performance\nGoal(s). No Bonus shall be payable if the Performance Goal(s) have not been\nfully achieved. The Committee may, in its discretion, reduce or eliminate the\namount payable to any Participant, in each case based upon such factors as the\nCommittee may deem relevant, but shall not increase the amount payable to any\nCovered Employee.\n\n   (b) Time of Payment. Unless otherwise determined by the Committee, or except\nas provided in Section 6(d) hereof, all payments in respect of Bonuses granted\nunder this Article 6 shall be made within a reasonable period after the end of\nthe Performance Cycle.\n\n   (c) Form of Payment. The Participant's Bonus payable for any Performance\nCycle (less applicable payroll deductions) shall be paid in cash.\n\n   (d) Change in Control. Notwithstanding any other provision of the Plan to\nthe contrary, (i) if a \"Change in Control\" of the Company (as defined in this\nSection 6(d)) shall occur following a Performance Cycle as to which the\nCommittee has determined the actual Bonuses to be paid (but such Bonuses have\nnot yet been paid), such Bonuses shall be paid immediately in cash, (ii) if a\nChange in Control shall occur following a Performance Cycle as to which the\nCommittee has not yet determined the actual Bonuses to be paid, such Bonuses\nshall be immediately determined and paid in cash, and (iii) if a Change in\nControl shall occur during a Performance Cycle (but the actual Bonuses to be\npaid have not yet been determined), such Performance Cycle shall be deemed to\nhave been completed, the target levels of performance set forth under the\nrespective Performance Goals shall be deemed to have been attained and a pro\nrata portion of the Bonus so determined for each Participant for such partial\nPerformance Cycle (based on the number of full and partial months which have\nelapsed with respect to such Performance Cycle) shall be paid immediately in\ncash to each Participant for whom a target Bonus for such Performance Cycle was\nestablished.\n\n    For purposes of this Article 6, the first to occur of any of the following\nevents shall be deemed to be a Change in Control of the Company:\n\n\n\n                                       2\n\n\n\n        (i) the \"beneficial ownership\" (as defined in Rule 13d-3 under the\nExchange Act) of securities representing more than 33% of the combined voting\npower of the Company is acquired by any \"person,\" as defined in sections 13(d)\nand 14(d) of the Exchange Act (other than the Company, any trustee or other\nfiduciary holding securities under an employee benefit plan of the Company, or\nany corporation owned, directly or indirectly, by the stockholders of the\nCompany in substantially the same proportions as their ownership of stock of the\nCompany), or\n\n        (ii) the stockholders of the Company approve a definitive agreement to\nmerge or consolidate the Company with or into another corporation or to sell or\notherwise dispose of all or substantially all of its assets, or adopt a plan of\nliquidation, or\n\n        (iii) during any period of three consecutive years, individuals who at\nthe beginning of such period were members of the Board cease for any reason to\nconstitute at least a majority thereof (unless the election, or the nomination\nfor election by the Company's stockholders, of each new director was approved by\na vote of at least a majority of the directors then still in office who were\ndirectors at the beginning of such period or whose election or nomination was\npreviously so approved).\n\n7. ADMINISTRATION.\n\n   The Plan shall be administered by the Committee. The Committee shall have\nthe authority in its sole discretion, subject to and not inconsistent with the\nexpress provisions of the Plan, to administer the Plan and to exercise all the\npowers and authorities either specifically granted to it under the Plan or\nnecessary or advisable in the administration of the Plan, including, without\nlimitation, the authority: to grant Bonuses; to determine the persons to whom\nand the time or times at which Bonuses shall be granted; to determine the terms,\nconditions, restrictions and performance criteria relating to any Bonus; to make\nadjustments in Performance Goals in response to changes in applicable laws,\nregulations or accounting principles except as otherwise provided in Section\n6(a) hereof; to adjust compensation payable upon attainment of Performance\nGoals; to construe and interpret the Plan and any Bonus; to prescribe, amend and\nrescind rules and regulations relating to the Plan; and to make all other\ndeterminations deemed necessary or advisable for the administration of the Plan.\n\nThe Committee may delegate to one or more of its members or to one or more\nagents such administrative duties as it may deem advisable, and the Committee or\nany person to whom it has delegated duties as aforesaid may employ one or more\npersons to render advice with respect to any responsibility the Committee or\nsuch person may have under the Plan. All decisions, determinations and\ninterpretations of the Committee shall be final and binding on all persons,\nincluding the Company, a Subsidiary, a Participant (or any person claiming any\nrights under the Plan from or through any Participant) and any stockholder.\n\n    No member of the Board or the Committee shall be liable for any action taken\nor determination made in good faith with respect to the Plan or any Bonus\ngranted hereunder.\n\n8. GENERAL PROVISIONS.\n\n   (a) Compliance with Legal Requirements. The Plan and the granting of Bonuses,\nand the other obligations of the Company under the Plan shall be subject to all\napplicable federal and state laws, rules and regulations, and to such approvals\nby any regulatory or governmental agency as may be required.\n\n   (b) No Right To Continued Employment. Nothing in the Plan or in any Bonus\ngranted pursuant hereto shall confer upon any Participant the right to continue\nin the employ of the Company or any of its Subsidiaries or to be entitled to any\nremuneration or benefits not set forth in the Plan or to interfere with or limit\nin any way the right of the Company or any of its Subsidiaries to terminate such\nParticipant's employment.\n\n   (c) Withholding Taxes. The Company or Subsidiary employing any Participant\nshall deduct from all payments and distributions under the Plan any taxes\nrequired to be withheld by federal, state or local governments.\n\n   (d) Amendment and Discontinuance of the Plan. The Board or the Committee may\nat any time and from time to time alter, amend, suspend or discontinue the Plan\nin whole or in part. The Committee may also make such amendments as it deems\nnecessary to comply with applicable laws, rules and regulations. Notwithstanding\nthe foregoing, no amendment, suspension or discontinuance of the Plan shall\naffect adversely any of the rights of any Participant under any Bonus\ntheretofore granted hereunder without the consent of such Participant.\n\n\n\n                                       3\n\n\n\n   (e) Participant Rights. No Participant shall have any claim to be granted any\nBonus under the Plan, and there is no obligation for uniformity of treatment of\nParticipants.\n\n   (f) Unfunded Status of Bonuses. The Plan is intended to constitute an\n\"unfunded\" plan for incentive compensation. With respect to any payments which\nat any time are not yet made to a Participant pursuant to a Bonus, nothing\ncontained in the Plan or any Bonus shall give any such Participant any rights\nthat are greater than those of a general creditor of the Company.\n\n   (g) Governing Law. The Plan and the rights of all persons claiming hereunder\nshall be construed and determined in accordance with the laws of the State of\nMichigan without giving effect to the choice of law principles thereof, except\nto the extent that such law is preempted by federal law.\n\n   (h) Effective Date; Approval of Stockholders. The Plan shall take effect upon\nits adoption by the Committee.\n\nAugust 15, 2001.\n\n\n                                       4\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7994],"corporate_contracts_industries":[9495],"corporate_contracts_types":[9539,9546],"class_list":["post-40079","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-kmart-corp","corporate_contracts_industries-retail__department","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\/40079","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=40079"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40079"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40079"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40079"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}