Exhibit 10.1
AMENDED AND
RESTATED
POLYMER
GROUP, INC.
SHORT-TERM INCENTIVE COMPENSATION
PLAN
1.0
Establishment, Objectives, and Duration
1.1 Establishment of
the Plan . Polymer Group, Inc., a Delaware
corporation (“PGI” or the “Company”),
hereby establishes an incentive compensation plan to be known as
the “Polymer Group, Inc. Short-Term Incentive
Compensation Plan” (the “Plan”), as set forth
herein and as it may be amended from time to time. The Plan shall
become effective as of the date the Company’s shareholders
first approve the Plan (the “Effective Date”), and
shall remain in effect as provided in Section 1.3
hereof.
1.2 Plan
Objectives .
1.2.1 To provide annual
incentive compensation to key employees of the Company and its
operating units by directly linking financial rewards to corporate
performance and increases in shareholder value.
1.2.2 To provide
competitive levels of compensation to enable the Company to attract
and retain employees who are expected to be able to exert a
positive impact on the Company’s financial
results.
1.2.3 To encourage
global teamwork and cooperation in the achievement of Company
goals.
1.3 Duration of the
Plan . The Plan shall commence on the Effective
Date and shall remain in effect, subject to the right of the
Committee to amend or terminate the Plan at any time pursuant to
Article 10 hereof, until the close of business on the date of
the Company’s annual meeting of shareholders in the year
2015, at which time the right to grant Awards under the Plan shall
terminate.
2.0
Definitions
2.1 “Award”
means an award described in Article 5 hereof.
2.2 “Award
Pool” means, with respect to a Plan Year, an amount
determined by the Board.
2.3 “Board”
or “Board of Directors” means the Board of Directors of
the Company.
2.4 “Cause”
means the occurrence of one or more of the following events:
(i) conviction of a felony or any crime or offense lesser than
a felony involving the property of the Company or any of its
Subsidiaries; or (ii) a breach of Employee’s duty of
loyalty to the Company or any of its Subsidiaries; or
(iii) the commission by Employee of a felony, a crime
involving moral turpitude or other act or omission causing material
harm to the standing and reputation of the Company and its
Subsidiaries; or (iv) reporting to work under the influence of
alcohol or illegal drugs, the use of illegal drugs (whether or not
at the workplace) or other repeated conduct causing the Company or
any of it Subsidiaries substantial public disgrace or disrepute or
economic harm; or (v) any act or omission aiding or abetting a
competitor, supplier or customer of the Company or any of its
Subsidiaries to the material disadvantage or detriment of the
Company and its Subsidiaries.
2.5 “Change of
Control” means the occurrence of one of the following
events:
(i) if any
“person” or “group” as those terms are used
in Sections 13(d) and 14(d) of the Exchange Act or any
successors thereto, other than an Exempt Person, is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act or any successor thereto), directly or indirectly,
of securities of the Company representing 50% or more of the
combined voting power of the Company’s then outstanding
securities, other than an acquisition by an Exempt Person;
or
(ii) during any
period of two consecutive years, individuals who at the beginning
of such period constitute the Board and any new directors whose
election by the Board or nomination for election by the
Company’s stockholders was approved by at least two-thirds of
the directors then still in office who either were directors at the
beginning of the period or whose election was previously so
approved, cease for any reason to constitute a majority thereof;
or
(iii) the consummation of a
merger or consolidation of the Company with any other corporation,
other than a merger or consolidation (A) which would result in
all or a portion of the voting securities of the Company
outstanding immediately prior thereto continuing to represent
(either by remaining
outstanding or by being converted
into voting securities of the surviving entity) more than 50% of
the combined voting power of the voting securities of the Company
or such surviving entity outstanding immediately after such merger
or consolidation or (B) by which the corporate existence of
the Company is not affected and following which the Company’s
chief executive officer and directors retain their positions with
the Company (and constitute at least a majority of the Board);
or
(iv) the consummation of a
plan of complete liquidation of the Company or consummation of the
sale or disposition by the Company of all or substantially all the
Company’s assets, other than a sale to an Exempt
Person.
2.6 “Code”
means the Internal Revenue Code of 1986, as amended from time to
time.
2.7
“Committee” means the Compensation Committee of the
Board or any other committee appointed by the Board to administer
the Plan and Awards to Participants hereunder, as specified in
Article 3 hereof.
2.8
“Company” means Polymer Group, Inc., a Delaware
corporation, and any successor thereto as provided in
Article 11 hereof.
2.9
“Directors” means any individual who is a member of the
Board.
2.10 “Effective Date”
shall have the meaning ascribed to such term in Section 1.1
hereof.
2.11 “Employee” means
any employee of the Company or of a Subsidiary.
2.12 “Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to
time, or any successor statute.
2.13 “Exempt Person”
means (i) MatlinPatterson Global Opportunities Fund L.P.,
MatlinPatterson Global Opportunities Partners, L.P.,
MatlinPatterson Global Opportunities Partners B, L.P.,
Matlin Patterson LLC, MatlinPatterson Asset
Management LLC, MatlinPatterson Global Advisers LLC,
MatlinPatterson Global Opportunities Partners(Bermuda), L.P.,
MatlinPatterson Global Partners LLC and any of their
respective affiliated entities, (ii) any person, entity or
group under the control of any party included in clause (i),
or (iii) any employee benefit plan of the Company or a trustee
or other administrator or fiduciary holding securities under an
employee benefit plan of the Company.
2.14 “Named Executive
Officers” means the Chief Executive Officer and the four most
highly compensated executive officers of the Company other than the
Chief Executive Officer as determined by the Company for purposes
of Item 402 of Regulation SK.
2.15 “Participant” means
a key Employee who has been selected to receive an Award or who
holds an outstanding Award.
2.16 “Payment Date”
shall have the meaning ascribed to such term in Section 5.5.4
hereof.
2.17 “Performance-Based
Exception” means the performance-based exception from the tax
deductibility limitation imposed by Code Section 162(m), as
set forth in Code Section 162(m)(4)(C).
2.18 “Plan” means the
Polymer Group, Inc. Short-Term Incentive Compensation Plan, as
set forth herein and as it may be amended from time to
time.
2.19 “Plan Year” means
the Company’s fiscal year.
2.20 “Subsidiary” means
(a) a corporation, partnership, joint venture, or other entity
in which the Company has an ownership interest of at least fifty
percent (50%), and (b) a corporation, partnership, joint
venture, or other entity in which the Company holds an ownership
interest, where the ownership interest is less than fifty percent
(50%), but which, in the discretion of the Committee, is treated as
a Subsidiary for purposes of the Plan.
3.0
Administration
3.1 General
. Except as otherwise determined by the Board in its
discretion, the Plan shall be administered by the Committee, which
shall consist exclusively of two (2) or more non-employee
directors within the meaning of the rules promulgated by the
Securities and Exchange Commission under Section 16
of the Exchange Act who also qualify as outside
directors within the meaning of Code Section 162(m) and
the related regulations under the Code. The members of the
Committee shall be appointed from time to time by, and shall serve
at the discretion of, the Board.
3.2 Authority of the
Committee . Except as limited by law or by the
Certificate of Incorporation or Bylaws of the Company, and subject
to the provisions hereof, the Committee in its discretion shall
select the key Employees who participate in the Plan; determine the
sizes and types of Awards; determine the terms and conditions of
Awards in a manner consistent with the Plan; construe and interpret
the Plan and any Award, document, or instrument issued under the
Plan; establish, amend, or waive rules and regulations for the
Plan’s administration; and (subject to the provisions of
Article 10 hereof) amend the terms and conditions of
any
