Exhibit 10.2
SUPERIOR ESSEX
INC.
AMENDED AND RESTATED EXECUTIVE
BONUS PLAN
TABLE OF CONTENTS
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vARTICLE 1 ESTABLISHMENT OF PLAN
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1.1
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Background
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1.2
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Purpose
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1.3
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Effective Date
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ARTICLE 2 DEFINITIONS
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2.1
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Definitions
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ARTICLE 3 ADMINISTRATION
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3.1
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Committee
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3.2
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Authority of Committee
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3.3
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Decisions Binding
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ARTICLE 4 ELIGIBILITY
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4.1
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Designation of Participants
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4.2
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Partial Year Participation
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4.3
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Demotions
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ARTICLE 5 OPERATION OF THE PLAN
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5.1
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Plan Structure
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5.2
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Establishment of Target Bonuses
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5.3
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Corporate Financial Objectives
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5.4
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Business Unit Financial Objectives
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5.5
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Adjustment to Financial Objectives
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5.6
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Payout Form and Timing
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5.7
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Terminations of Employment
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ARTICLE 6 AMENDMENT, MODIFICATION AND
TERMINATION
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6.1
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Amendment, Modification and
Termination
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6.2
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Termination After or During Plan Year
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ARTICLE 7 GENERAL PROVISIONS
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7.1
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No Right to Participate
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7.2
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No Right to Employment
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7.3
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Withholding
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7.4
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Funding
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7.5
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Expenses
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7.6
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Titles and Headings
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7.7
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Gender and Number
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7.8
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Governing Law
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7.9
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Omnibus Plan Controls
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SUPERIOR ESSEX
INC.
AMENDED AND RESTATED EXECUTIVE
BONUS PLAN
ARTICLE 1
ESTABLISHMENT OF
PLAN
1.1
BACKGROUND . This Amended and Restated Executive Bonus
Plan (the “Executive Bonus Plan” or the
“Plan”) is a subplan of the Superior Essex Inc. 2005
Incentive Plan (“Omnibus Plan”), consisting of a
program for the grant of annual Performance-Based Cash Awards under
Article 9 of the Omnibus Plan. This Plan has been established
and approved, and will be administered by, the Committee pursuant
to the terms of the Omnibus Plan, including without limitation,
Article 14 thereof. It is intended that the Performance
Bonuses earned under this Plan shall be Qualified Performance-Based
Cash Awards with respect to Participants who are Covered Employees,
with the intent that the Performance Bonuses will be fully
deductible by the Company without regard to the limitations of Code
Section 162(m). The applicable Award limits of Section 5.4 of
the Omnibus Plan shall apply with respect to this Plan. As of
the Effective Date, Section 5.4 of the Omnibus Plan provides that
the aggregate dollar value of any Performance-Based Cash Award or
other cash-based award that may be paid to any one Participant
during any one calendar year under the Omnibus Plan is
$3,000,000.
1.2.
PURPOSE . The purpose of this Plan is to provide for
the payment of a cash bonus to eligible executives of the Company,
the payment of which will be based on the achievement of
Performance Objectives during a Plan Year. Business Unit and
Corporate Financial Objectives are designed to focus on overall
Corporate or Business Unit financial results that drive shareholder
value. Unless otherwise specified by the Committee, the
Performance Objectives include Corporate Financial Objectives and
Business Unit Financial Objectives (for Business Unit
executives).
1.3.
EFFECTIVE DATE . This Plan was originally
adopted in principle by the Committee on February 23, 2005, subject
to approval as to form by the Chair of the Committee and to
approval by the stockholders of the Omnibus Plan. This Plan
became effective on May 3, 2005, the date the Omnibus Plan was
approved by the Company’s stockholders (the “Effective
Date”). This Plan was amended and restated by the
Committee on March 29, 2006, to be effective as of the beginning of
Plan Year 2006 and on February 15, 2007 to be effective as of the
beginning of Plan Year 2007.
ARTICLE 2
DEFINITIONS
2.1.
DEFINITIONS . Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in
the Omnibus Plan. In addition, the
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following terms shall have the
following meanings for purposes of this Plan, unless the context in
which they are used clearly indicates that some other meaning is
intended.
Adjusted Business Unit Operating
Income . A non-GAAP
financial measure for a Business Unit for a given year, which is
Adjusted EBITDA of such Business Unit as reflected in the
Company’s year-end earnings release, decreased by
depreciation and amortization. Adjusted Business Unit
Operating Income does not reflect the internal allocation of
management fees among the consolidated group.
Adjusted EBITDA
. A non-GAAP financial measure
for the Company or a Business Unit for a given year, as reflected
in the Company’s year-end earnings release, or if Adjusted
EBITDA is no longer reported, EBITDA. Adjusted EBITDA is
generally operating income, increased by other income (exclusive of
interest income) and reduced by other expense and further adjusted
as follows, without duplication and only to the extent such item is
included as a component of operating income:
(1)
increased by depreciation and
amortization,
(2)
increased or reduced to eliminate
the effects of extraordinary items, within the meaning of
GAAP,
(3)
increased or reduced to eliminate
the effects of accounting changes implemented during the Plan
Year,
(4)
increased or reduced to eliminate
the impact of discontinued operations,
(5)
increased or reduced by other
charges that are considered to be non-recurring or special items,
and
(6)
increased or reduced by non-cash
gains, losses, income or expenses, such as non-cash compensation
expense.
Adjusted EPS
. A non-GAAP financial measure
for the Company for a given year, as reflected in the
Company’s year-end earnings release, or if Adjusted EPS is no
longer reported, EPS. Adjusted EPS is generally earnings per
diluted share of the Company excluding the after-tax impact of
special items detailed in the earnings release, without
duplication. Notwithstanding the foregoing, in the event the
Company shall issue new shares during a Plan Year, all newly issued
shares in such Plan Year shall be disregarded in calculating
Adjusted EPS for that Plan Year for purposes of this Plan;
provided, however, that the Committee may choose not to disregard
some or all of such newly issued shares in the calculation of
Adjusted EPS if the effect of including such newly issued shares
would be to decrease the amount of Performance Bonuses that
otherwise would be payable under this Plan for such Plan
Year.
Business Unit
. The principal business
segments of the Company during any Plan Year. Unless
otherwise specified by the Committee, the Business Units are
(i)
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Communications and (ii) Magnet Wire
and Distribution and Copper Rod (excluding Essex Nexans Europe
SAS).
Business Unit Financial
Objectives . The
Business Unit Financial Objectives established by the Committee for
a Plan Year, as provided in Article 5.
Consolidated Adjusted
EBITDA . For any
Plan Year, Adjusted EBITDA for the Company as a whole (including
the results of Essex Nexans Europe SAS).
Corporate Financial
Objectives . The
Corporate Financial Objectives established by the Committee for a
Plan Year, as provided in Article 5.
EPS . Earnings per shares of the Company, as
reflected in the Company’s year-end earnings
release.
Executive Bonus Plan or
Plan . The Superior
Essex Inc. Amended and Restated Executive Bonus Plan as set forth
in this document together with any subsequent amendments
hereto.
GAAP . Generally accepted accounting
principles for U.S. companies.
Performance Bonus
. The bonus payable to a
Participant under this Plan calculated by reference to the
achievement of applicable Performance Objectives, as determined in
accordance with Article 5.
Performance Objectives
. Collectively with respect to
a Participant, the Corporate Financial Objectives and Business Unit
Financial Objectives (if applicable), as provided in Article
5.
Plan Year . January 1 to December 31 of each
year.
Target Bonus
. Has the meaning described in
Section 5.2.
Triggering Acquisition
. An acquisition (or
combination of acquisitions) in which the acquired entity’s
EBITDA (on a proforma basis) for the four quarters completed
immediately prior to consummation of the acquisition is equal to
one percent (1%) or more of the Adjusted EBITDA for the Company (on
a consolidated basis) for the same period.
Triggering Disposition
. The disposition of
businesses, product lines or interests that, individually or in the
aggregate, represent one percent (1%) or more of the
Company’s target Adjusted EBITDA (on a consolidated basis)
for the four fiscal quarters completed immediately prior to the
consummation of the disposition.
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ARTICLE 3
ADMINISTRATION
3.1.
COMMITTEE . This Plan shall be administered by the
Committee.
3.2.
AUTHORITY OF COMMITTEE . Without limiting its
authority under Article 4 of the Omnibus Plan, the Committee has
the exclusive power, authority and discretion to:
(a) Designate Participants for
each Plan Year;
(b) Establish and review
Performance Objectives and weightings for different Performance
Objectives for each Plan Year;
(c) Establish Target Bonuses
for Participants for each Plan Year;
(d) Determine whether and to
what extent Performance Objectives were achieved for each Plan
Year;
(e) Decrease the Performance
Bonus otherwise payable to any Participant resulting from the
achievement of financial Performance Objectives in any Plan Year,
based on such subjective factors as the Committee shall deem
relevant, in accordance with the parameters, if any, set forth in
the relevant Schedule (for example, a Schedule permits such
reduction by up to X%);
(f) Increase the Performance
Objectives or decrease the Performance Bonus otherwise payable to
any Participant resulting from the achievement of financial
Performance Objectives in any Plan Year, if the Committee
determines that the Performance Objectives would result in payouts
that would be disproportionate to the Company’s performance
or other extraordinary circumstances merit a reduction in the
amounts earned;
(g) Establish, adopt or revise
any rules and regulations as it may deem necessary or advisable to
administer this Plan;
(h) Make all other decisions
and determinations that may be required under this Plan or as the
Committee deems necessary or advisable to administer this Plan;
and
(i) Amend this Plan as
provided herein.
3.3.
DECISIONS BINDING . The Committee’s
interpretation of this Plan and all decisions and determinations by
the Committee with respect to this Plan are final, binding, and
conclusive on all parties.
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ARTICLE 4
ELIGIBILITY
4.1.
DESIGNATION OF PARTICIPANTS . Exhibit A hereto lists
the Executives who are designated as Participants in this
Plan. The Committee, in its discretion, may determine whether
other positions may qualify for participation in all or any portion
of this Plan for any subsequent Plan Year or change Target Bonuses
of existing Participants, subject to the terms