EXHIBIT
10
PETER
KIEWIT SONS’, INC.
2004
BONUS PLAN
1.
Purposes
.
The purposes of the Peter Kiewit Sons', Inc. 2004 Bonus Plan
(the "Plan") are to attract and retain highly-qualified executives
by providing appropriate performance-based short-term incentive
awards and to serve as a qualified performance-based compensation
program under Section 162(m) of the Code, in order to preserve the
Company's tax deduction for compensation paid under the Plan to
Covered Employees.
2.
Definitions
.
The following terms, as used herein, shall have the following
meanings:
(a)
"Board"
shall mean the Board of Directors of the Company.
(b)
"Bonus"
shall mean any annual incentive bonus award granted pursuant to the
Plan, the payment of which shall be contingent upon the attainment
of Performance Goals with respect to a Plan Year.
(c)
"Code"
shall mean the Internal Revenue Code of 1986, as amended from time
to time.
(d)
"Committee"
shall mean the Compensation Committee of the Board, any
subcommittee thereof or any successor thereto designated by the
Board to administer the Plan, the members of which satisfy the
requirements specified in Section 5 hereof.
(e)
"Company"
shall mean Peter Kiewit Sons', Inc., a Delaware corporation, or any
successor corporation.
(f)
"Covered
Employee" shall have the meaning set forth in Section 162(m)(3) of
the Code (or any successor provision).
(g)
"Executive
Officers" shall mean an officer of the Company who, as of the
beginning of a Plan Year, is an "executive officer" within the
meaning of Rule 3b-7 promulgated under the Securities Exchange Act
of 1934, as amended.
(h)
"Participant"
shall mean the Covered Employees and any other Executive Officer
selected by the Committee to participate in the Plan.
(i)
“Performance
Criteria” shall mean the performance criteria listed in
Section 3 from among which the Committee may set Performance Goals
for each Plan Year.
(j)
"Performance
Goals" shall mean the performance goals established by the
Committee from among the Performance Criteria listed in Section 3
which must be met during the Plan Year as a condition of the
Participant's receipt of payment of a Bonus.
(k)
"Plan"
shall mean the Peter Kiewit Sons', Inc. 2004 Bonus Plan, as set
forth herein and as amended from time to time.
(l)
"Plan
Year" shall mean the Company's fiscal year.
3.
Performance
Goals .
(a) Not later than ninety (90) days after the commencement of
any Plan Year (or such other date as may be necessary to secure the
performance-based compensation exemption from the deduction limits
of Section 162(m) of the Code), Performance Goals for the Plan Year
shall be established by the Committee in writing based on or in
terms of one or more or any combination of the following
Performance Criteria: stock price, revenues, net income, earnings
per share, or return on equity. As such, the Performance Goals may
be based upon the Company’s “net income before earnings
or loss attributable to redeemable common stock” (or similar
or equivalent captioned line item on the Company’s financial
statements) (“Income”). Performance Goals may be
expressed in terms of Company-wide objectives or in terms of
objectives that relate to the performance of a business unit,
department or function within the Company or a subsidiary. In
setting the Performance Goals for a Plan Year, the Committee may
specify in advance that the effects of anticipated unusual charges
or income items which may be distortive of financial results for
the Plan Year will be excluded.
(b)
The
determination of whether Performance Goals have been met shall (i)
to the extent applicable, be based on financial results reflected
in the Company’s audited financial statements prepared in
accordance with generally accepted accounting principles and
reported upon by the Company's independent accountants and (ii) be
objective, so that a third party having knowledge of the relevant
facts could determine whether such Performance Goals are met.
Notwithstanding the foregoing, the Committee may adjust any
Performance Goals during or after the performance period to
mitigate the unbudgeted impact of unusual or non-recurring gains
and losses, accounting changes, acquisitions, divestitures or
“extraordinary items” within the meaning of generally
accepted accounting principles and that were not foreseen at the
time such Performance Goals were established.
(c)
The
Performance Goals established by the Committee may be (but need not
be) different for each Plan Year and different Performance Goals
may be applicable to different Participants.
4.
Bonuses
.
(a)
In
General .
For each Plan Year commencing with the Plan Year ending
December 2004, the Committee shall, no later than the time
specified in Section 3 hereof, specify the Participants for such
Plan Year, the Performance Goals applicable to such Plan Year and
the Bonus payable to Participants upon the attainment of the
applicable Performance Goals. The Committee may, in its
discretion, reduce or eliminate the amount payable to any
Participant (including a Covered Employee), in each case based upon
such factors as the Committee may deem relevant, but shall not
increase the amount payable to any Covered Employee. Unless
otherwise provided by the Committee in its discretion in connection
with the termination of employment of any Participant, payment of a
Bonus for a particular Plan Year shall be made only
