Exhibit 10.8
Adopted February 15,
2006
(plan subject to stockholder
approval in the case of awards to executive
officers)
XERIUM TECHNOLOGIES,
INC.
2006 CASH INCENTIVE BONUS
PLAN
Exhibit A, which is incorporated by
reference, defines the terms used in the Plan and sets forth
certain operational rules related to those terms.
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2.
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PURPOSE AND
STOCKHOLDER APPROVAL
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The Company has adopted the Plan to
motivate eligible employees of the Company and its Affiliates and
thereby promote the interests of the Company through the grant of
cash-based bonus opportunities. The adoption of the Plan by the
Committee is, as it relates to Awards to executive officers of the
Company, is conditioned upon the approval of the Plan by the
stockholders of the Company.
The Committee has discretionary
authority, subject only to the express provisions of the Plan, to
interpret the Plan; determine eligibility for and grant Awards;
determine, modify or waive the terms and conditions of any Award;
prescribe forms, rules and procedures; and otherwise do all things
necessary to carry out the purposes of the Plan. In the case of an
Exempt Award, the Committee will exercise its discretion consistent
with qualifying the Award for the performance-based compensation
exception under Section 162(m). Determinations of the
Committee made under the Plan will be conclusive and will bind all
parties.
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4.
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LIMITS ON
AWARDS UNDER THE PLAN
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The maximum amount payable to any
Participant under Awards granted to the Participant in any calendar
year under the Plan will be $ 3,500,000.
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5.
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ELIGIBILITY
AND PARTICIPATION
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The Committee will select
Participants from among those key employees of the Company or its
Affiliates who, in the opinion of the Committee, are in a position
to make a significant contribution to the success of the Company
and its Affiliates.
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6.
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RULES
APPLICABLE TO AWARDS
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(a) Award
Provisions . The
Committee shall determine the terms of all Awards, subject to the
limitations provided herein.
(b) Term of
Plan . The Plan shall
continue in effect until terminated or suspended pursuant to
Section 7. Notwithstanding the foregoing, Exempt Awards shall
be available to be made under the Plan only to the extent
consistent with the requirements of Section 162(m),
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including (to the extent they apply) the
frequency-of-disclosure rules of Treas. Regs.
§1.162-27(e)(4)(vi).
(c) Continued
Employment . Except
as otherwise determined by the Committee, payment, if any, with
respect to an Award shall be conditioned upon the
Participant’s continued Employment through the last day of
the performance period applicable to the Award.
(d)
Transferability .
Awards are nontransferable and any attempt to pledge, hypothecate,
gift, sell or otherwise transfer or dispose of an Award shall be
null and void. Notwithstanding the foregoing, the Committee may
provide for payment under an Award (in whole or in part) to the
estate of a deceased Participant who dies prior to payment of the
Award.
(e) Taxes
. Payments, if any, under an Award
shall be reduced by applicable tax and other required withholdings,
as determined by the Committee.
(f) Rights
Limited . Nothing in
the Plan will be construed as giving any person the right to
continued employment or service with the Company or its Affiliates,
or to be selected as a Participant or granted an Award. The loss of
existing or potential profit in Awards will not constitute an
element of damages in the event of termination of Employment for
any reason, even if the termination is in violation of an
obligation of the Company or Affiliate to the Participant. To the
extent any person acquires a right to receive payments from the
Company under this Plan, such rights shall be no greater than the
rights of an unsecured creditor of the Company. Nothing in the Plan
will be construed to confer upon any Participant the right to
remain a Participant on the same terms or conditions, or at all,
for any subsequent fiscal year.
(g) Exempt
Awards . In the case
of any Exempt Award, the Plan and such Award will be construed to
the maximum extent permitted by law in a manner consistent with
qualifying the Award for the performance-based compensation
exception under Section 162(m). For each Exempt Award, the
Committee will pre-establish, in writing, one or more Performance
Criteria no later than 90 days after the commencement of the period
of service to which the performance relates or at such earlier time
as is required to qualify the Award as performance-based under
Section 162(m). No payment shall be made under an Exempt Award
unless and until the Committee shall have certified in writing (in
accordance with the certification rules under Section 162(m))
that the applicable Performance Criteria have been attained at a
level (the “earned payment”) which, under the
conditions established at the beginning of the performance period
pursuant to the immediately preceding sentence, support such
payment. To the extent the performance criteria applicable to an
Exempt Award have been satisfied (as certified by the Committee
pursuant to the immediately preceding sentence), the Committee may
nevertheless reserve the right to pay an amount less than, but in
no event may pay an amount more than, the earned payment. Each
certification or other determination by the Committee with respect
to an Exempt Award will be final and conclusive. No Exempt Award
may be granted after the expiration of the period described in
Treas. Regs. §1.162-27(e)(4)(vi) unless the disclosure and
approval requirements set forth therein are satisfied.
(h) Awards Other Than Exempt
Awards . In the case
of an Award other than an Exempt Award, the Committee may condition
the Award on such indicia of individual or business performance as
it may determine, which may include (but need not be limited
to)
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Performance Criteria. The Committe
