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AMENDED AND RESTATED EXECUTIVE BONUS PLAN

Employee Bonus Plan Agreement

AMENDED AND RESTATED EXECUTIVE BONUS PLAN | Document Parties: SUPERIOR ESSEX INC You are currently viewing:
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SUPERIOR ESSEX INC

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Title: AMENDED AND RESTATED EXECUTIVE BONUS PLAN
Governing Law: Delaware     Date: 2/21/2007
Industry: Misc. Fabricated Products    

AMENDED AND RESTATED EXECUTIVE BONUS PLAN, Parties: superior essex inc
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Exhibit 10.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

SUPERIOR ESSEX INC.

AMENDED AND RESTATED EXECUTIVE BONUS PLAN

 

 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



TABLE OF CONTENTS

vARTICLE 1 ESTABLISHMENT OF PLAN

1.1

 

Background

1.2

 

Purpose

1.3

 

Effective Date

ARTICLE 2 DEFINITIONS

2.1

 

Definitions

ARTICLE 3 ADMINISTRATION

3.1

 

Committee

3.2

 

Authority of Committee

3.3

 

Decisions Binding

ARTICLE 4 ELIGIBILITY

4.1

 

Designation of Participants

4.2

 

Partial Year Participation

4.3

 

Demotions

ARTICLE 5 OPERATION OF THE PLAN

5.1

 

Plan Structure

5.2

 

Establishment of Target Bonuses

5.3

 

Corporate Financial Objectives

5.4

 

Business Unit Financial Objectives

5.5

 

Adjustment to Financial Objectives

5.6

 

Payout Form and Timing

5.7

 

Terminations of Employment

ARTICLE 6 AMENDMENT, MODIFICATION AND TERMINATION

6.1

 

Amendment, Modification and Termination

6.2

 

Termination After or During Plan Year

ARTICLE 7 GENERAL PROVISIONS

7.1

 

No Right to Participate

7.2

 

No Right to Employment

7.3

 

Withholding

7.4

 

Funding

7.5

 

Expenses

7.6

 

Titles and Headings

7.7

 

Gender and Number

7.8

 

Governing Law

7.9

 

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

1

 



 

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


 
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