{"id":40110,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/management-incentive-program-bfgoodrich-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"management-incentive-program-bfgoodrich-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/management-incentive-program-bfgoodrich-co.html","title":{"rendered":"Management Incentive Program &#8211; BFGoodrich Co."},"content":{"rendered":"<pre>\n                             THE BFGOODRICH COMPANY\n\n\n                          MANAGEMENT INCENTIVE PROGRAM\n                          ----------------------------\n\n\nPURPOSE\n-------\n\nThe BFGoodrich Management Incentive Program (the Program) has been established\nto provide opportunities to certain key management personnel to receive\nincentive compensation as a reward for high levels of personal performance above\nthe ordinary performance standards compensated by base salary, and for their\ncontributions to strong performance of the business units to which they are\nassigned. The Program is designed to provide a competitive level of rewards when\nall relevant performance objectives are achieved.\n\n\nELIGIBILITY\n-----------\n\nParticipation in the Program will be limited to those key executives that have\nthe potential to influence significantly and positively the performance of the\nCompany or the business unit to which they are assigned. Participants will be\nselected by management annually. Inclusion of a key manager as a participant\ndoes not, however, assure that an incentive award will be paid to the\nparticipant for the year since actual awards are determined at the sole\ndiscretion of management.\n\nTo be eligible for participation in a particular year, a key manager must have\nassumed the duties of an incentive-eligible position and have been selected for\nparticipation in the Program by July 1 of that year. To receive an award, the\nparticipant must remain employed by The BFGoodrich Company through December 15\nof the Program year, subject to the Change in Control provisions.\n\n\nPARTICIPANT CATEGORIES\n----------------------\n\nEach participant will be assigned each year to an incentive category based on\norganizational level and potential impact on important Company or business unit\nresults. The participant categories define the target level of incentive\nopportunity, stated as a percentage of salary midpoint, that will be available\nto the participant. Category assignments are initiated on the recommendation of\nthe appropriate Division head and approved by the Corporate Executive Office.\n\n\n\n\n\n                          MANAGEMENT INCENTIVE PROGRAM\n\n                            GUIDELINES FOR CATEGORIES\n                            -------------------------\n\n\n\n                      TARGET BONUS\n                      AS PERCENT OF\n                       BASE SALARY\nCATEGORY                 MIDPOINT              ELIGIBILITY GUIDELINES\n--------              -------------            ----------------------\n\n                                         \n   A                    85%                    Chairman and Chief Executive Officer\n\n   B                    75%                    Vice Chairman; President; Chief Operating Officer\n\n   C                    70%                    Executive Vice Presidents\n\n   D                    N\/A                    Not Currently Used\n\n   E                    60%                    Corporate Senior Vice Presidents\n\n   F                    55%                    Other Company officers B Corporate Vice Presidents and\n                                               Operating Segment Group Vice Presidents\n\n   G                    45%                    1)   1800 or more Hay Points; or\n\n                                               2)   Direct Report to Operating Segment President\n                                                    and Hay Points Above 1300\n\n   H                    40%                    1)   1400 - 1799 Hay Points; or\n\n                                               2)   Treasurer, Controller or Corporate Staff VP\n\n   I                    35%                    1200 - 1399 Hay Points\n\n   J                    30%                    1000 - 1199 Hay Points\n\n   K                    25%                    900 - 999 Hay Points\n\n   L                    20%                    Less than 900 Hay Points\n\n\n\n                           INCENTIVE PROGRAM ELEMENTS\n                           --------------------------\n\nFINANCIAL GOAL(S)\n-----------------\n\nA single measure of current year financial performance by the unit such as\nOperating Income for a Division and Net Income or Pre-Tax Income for Corporate\nstaff is used to determine financial goals. The actual number selected as an\nincentive plan goal need not coincide with the Operating Plan, but\n\n                                      -2-\n\n\n\n\nwill be determined by management as representing a performance level which\nmerits full target level incentive payout. A threshold level is selected on the\nsame basis representing the minimum acceptable performance level to qualify for\nany financial performance incentives and a maximum is set at a level judged as\ndeserving of maximum incentive payout.\n\n\nSTRATEGIC\/OPERATIONAL GOALS\n---------------------------\n\nStrategic and operational goals are specific, current-year business and\nnon-financial objectives. While their achievement may not be measurable\nmathematically, they must be accomplished in order to meet the current year's\nOperating Plan or to successfully implement longer term strategies. Performance\nof the unit against these goals will be evaluated by the Executive Office on a\nscale of 0 to 150% accomplishment with at least a 50% rating required to qualify\nfor any incentive payment under this factor.\n\n\nWEIGHTING FACTORS\n-----------------\n\nThe weighting of financial vs. strategic\/operational performance reflects their\nrelative importance to the unit in the current year. The weightings may vary\nbetween 80% \/ 20% and 50% \/ 50% and determine the portion of the target\nincentive amount allocated to each performance measure. If a unit falls short of\nthe threshold level of financial performance, the amount of incentive available\nfor strategic\/operational performance is limited to half the allocated amount.\n\n\nINCENTIVE EARNINGS SCHEDULE\n---------------------------\n\nGenerally, threshold levels of performance will earn 50% of target incentive\namounts and maximum levels will earn 150%. Attainment below threshold levels\nwill earn no incentives. The actual award will be based on both the individual\nand the units attainment of previously established goals and objectives.\n\n\n\n\n           INDIVIDUAL\n           PERFORMANCE                              INCENTIVE GUIDELINE\n           -----------                              -------------------\n                                                        \n           Acceptable                                       50%\n           Satisfactory Plus                                75%\n           Good                                            l00%\n           Very Good                                       l25%\n           Excellent                                       l50%\n\n\n\nTARGET INCENTIVE AMOUNT\n-----------------------\nThe incentive target is the dollar amount of target level incentive opportunity\nfor each plan participant. It is the product of the participant's range midpoint\nand the target incentive percentage determined by his incentive category\ndesignation.\n\n                                      -3-\n\n\n\n\nPROVISIONS\n----------\n\nA.         The Management Incentive Program is a discretionary compensation\n           plan. While performance is an important element in determining\n           incentive under the Program, actual payments, if any, are made at the\n           sole discretion of management. No awards under the Program are to be\n           considered earned until received.\n\nB.         Awards to participants who serve in incentive-eligible positions for\n           less than a full year, or who serve in two or more positions in a\n           year that are of significantly different size, will be adjusted on a\n           roughly PRO RATA basis.\n\n\nPAYMENT UPON CHANGE IN CONTROL\n------------------------------\n\nAnything to the contrary notwithstanding, within five days following the\noccurrence of a Change in Control, the Company shall pay to each participant an\ninterim lump-sum cash payment (the 'Interim Payment') with respect to his or her\nparticipation in the Management Incentive Program. The amount of the Interim\nPayment shall equal the product of (x) the number of months, including\nfractional months, that have elapsed until the occurrence of the Change in\nControl in the calendar year in which the Change of Control occurs and (y)\none-twelfth of the greater of (i) the amount most recently paid to each\nparticipant for a full calendar year, or (ii) the 'target incentive amount' for\neach participant in effect prior to the Change in Control for the calendar year\nin which the Change in Control occurs, in each case under the Program. The\nInterim Payment shall not reduce the obligation of the Company to make a final\npayment under the terms of the Program, but any Interim Payment made shall be\noffset against any later payment required under the terms of the Program for the\ncalendar year in which a Change in Control occurs. Notwithstanding the\nforegoing, in no event shall any participant be required to refund to the\nCompany, or have offset against any other payment due any participant from or on\nbehalf of the Company, all or any portion of the Interim Payment.\n\nFor purposes of the Program, a Change in Control shall mean\n\n                   (i) The acquisition by any individual, entity or group\n           (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities\n           Exchange Act of 1934, as amended (the 'Exchange Act')), of beneficial\n           ownership (within the meaning of Rule 13d-3 promulgated under the\n           Exchange Act) of 20% or more of either (A) the then outstanding\n           shares of common stock of the Company (the 'Outstanding Company\n           Common Stock') or (B) the combined voting power of the then\n           outstanding voting securities of the Company entitled to vote\n           generally in the election of directors (the 'Outstanding Company\n           Voting Securities'); provided, however, that the following\n           acquisitions shall not constitute a Change of Control: (A) any\n           acquisition directly from the Company (other than by exercise of a\n           conversion privilege), (B) any acquisition by the Company or any of\n           its subsidiaries, (C) any acquisition by any employee benefit plan\n           (or related trust) sponsored or maintained by the Company or any of\n           its subsidiaries or (D) any acquisition by any corporation with\n           respect to which, following such acquisition, more than 70% of,\n           respectively, the then outstanding shares of common stock of such\n           corporation and the combined voting power of the then outstanding\n           voting securities\n\n                                      -4-\n\n\n\n           of such corporation entitled to vote generally in the election of\n           directors is then beneficially owned, directly or indirectly, by all\n           or substantially all of the individuals and entities who were the\n           beneficial owners, respectively, of the Outstanding Company Common\n           Stock and Company Voting Securities immediately prior to such\n           acquisition in substantially the same proportions as their ownership,\n           immediately prior to such acquisition, of the Outstanding Company\n           Common Stock and Outstanding Company Voting Securities, as the case\n           may be; or\n\n                   (ii) During any period of two consecutive years, individuals\n           who, as of the beginning of such period, constitute the Board (the\n           'Incumbent Board') cease for any reason to constitute at least a\n           majority of the Board; provided, however, that any individual\n           becoming a director subsequent to the beginning of such period whose\n           election, or nomination for election by the Company's shareholders,\n           was approved by a vote of at least a majority of the directors then\n           comprising the Incumbent Board shall be considered as though such\n           individual were a member of the Incumbent Board, but excluding, for\n           this purpose, any such individual whose initial assumption of office\n           occurs as a result of either an actual or threatened election contest\n           (as such terms are used in Rule 14a-11 of Regulation 14A promulgated\n           under the Exchange Act); or\n\n                   (iii) Approval by the shareholders of the Company of a\n           reorganization, merger or consolidation, in each case, with respect\n           to which all or substantially all of the individuals and entities who\n           were the beneficial owners, respectively, of the Outstanding Company\n           Common Stock and Outstanding Company Voting Securities immediately\n           prior to such reorganization, merger or consolidation, do not,\n           following such reorganization, merger or consolidation, beneficially\n           own, directly or indirectly, more than 70% of, respectively, the then\n           outstanding shares of common stock and the combined voting power of\n           the then outstanding voting securities entitled to vote generally in\n           the election of directors, as the case may be, of the corporation\n           resulting from such reorganization, merger or consolidation in\n           substantially the same proportions as their ownership, immediately\n           prior to such reorganization, merger or consolidation of the\n           Outstanding Company Common Stock and Outstanding Company Voting\n           Securities, as the case may be; or\n\n                   (iv) Approval by the shareholders of the Company of (A) a\n           complete liquidation or dissolution of the Company or (B) a sale or\n           other disposition of all or substantially all of the assets of the\n           Company, other than to a corporation, with respect to which following\n           such sale or other disposition, more than 70% of, respectively, the\n           then outstanding shares of common stock of such corporation and the\n           combined voting power of the then outstanding voting securities of\n           such corporation entitled to vote generally in the election of\n           directors is then beneficially owned, directly or indirectly, by all\n           or substantially all of the individuals and entities who were the\n           beneficial owners, respectively, of the Outstanding Company Common\n           Stock and Outstanding Company Voting Securities immediately prior to\n           such sale or other disposition in substantially the same proportion\n           as their ownership, immediately prior to such sale or other\n           disposition, of the Outstanding Company Common Stock and Outstanding\n           Company Voting Securities, as the case may be.\n\n                                      -5-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7661],"corporate_contracts_industries":[9476],"corporate_contracts_types":[9539,9546],"class_list":["post-40110","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-goodrich-corp","corporate_contracts_industries-aerospace__space","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\/40110","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=40110"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40110"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40110"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40110"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}