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Exhibit 10.28
PACER INTERNATIONAL,
INC.
2008 PERFORMANCE BONUS
PLAN
The Pacer International, Inc., 2008
Performance Bonus Plan (the “ Bonus Plan ”) is a
variable pay plan providing compensation payments that are
contingent upon achieving pre-determined performance objectives or
criteria with respect to the 2008 fiscal year periods of Pacer
International, Inc. (“ Pacer International ”),
and its subsidiaries (collectively with Pacer International, the
“ Company ”). The Bonus Plan does not include
payment or provision for salary increases (whether based on merit
or otherwise), profit-sharing, savings or retirement plans, or
recognition awards.
The Bonus Plan is broad-based and
includes, for eligibility purposes, all levels of employees within
the Company: executive officers, management employees, salaried
exempt employees, and salary and hourly non-exempt
employees.
The Bonus Plan will be communicated by
the senior management of the Company’s various organizational
units to their respective employees (for purposes of the Bonus
Plan, these organizational units are the Company’s various
Business Units and the Corporate Unit); among other things these
communications will outline the Bonus Plan’s performance
objectives for the specific unit as well as for the entire Company
on a consolidated basis. The objective of this communication
process is to create a “line of sight” link between the
Bonus Plan’s performance objectives, the organizational
unit’s employees, and the success of the organizational unit
and the overall Company.
The Bonus Plan is a
“pool-funded” program with periodic accruals for all
organizational units booked at the corporate level based on the
organizational units’ and the Company’s actual
performance against the Bonus Plan’s performance objectives
during the relevant period. These accrual decisions are determined
by the Chief Executive Officer and Chief Financial Officer of Pacer
International, as appropriate.
The Bonus Plan’s objectives are
to:
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align
individual behavior with stated business goals and
objectives;
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encourage
achievement of specific business goals and objectives;
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improve
business unit, other organizational unit, support department, and
overall Company performance; and
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attract and
retain critical talent for the Company.
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The performance objectives that are
required to be satisfied in order for the Company and each
organizational unit to award and pay bonuses with respect to the
2008 fiscal year are comprised of Business Unit operating income
targets and Company-wide consolidated earnings per share targets;
these objectives are established and approved by the Compensation
Committee of the Pacer International Board of Directors
(the
“ Compensation Committee
”) based on the Company’s 2008 operating plan and
budget approved by the Board of Directors. Individual employees who
are eligible to participate in the Bonus Plan are assigned a target
bonus opportunity. For purposes of the Bonus Plan, an
organizational unit’s target bonus opportunity is the sum,
expressed as a dollar amount, of the target bonus opportunities of
the individual employees assigned to that organizational
unit.
Distribution of bonuses will occur after
the determination and funding of the organizational units’
bonus pools, and is expected to take place in February of the
following year. If necessary to maintain the deductibility of
compensation paid under the Bonus Plan pursuant to
Section 162(m) of the Internal Revenue Code, the distribution
of bonuses to the Pacer International Chief Executive Officer and
four other most highly compensated officers of the Company will not
occur until the Compensation Committee has certified that the
performance objectives for the payment of such bonuses have been
met.
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INDIVIDUAL BONUS AWARDS |
Once the organizational unit
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