Exhibit 99.1
CONSTAR INTERNATIONAL
INC.
ANNUAL INCENTIVE
PLAN
(Effective as of January 1,
2009)
TABLE OF CONTENTS
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Article I PURPOSES AND EFFECTIVE
DATE
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1
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1.1. Purposes
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1
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1.2. Effective Date
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1
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Article II DEFINITIONS
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1
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Article III ELIGIBILITY
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5
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3.1. Eligibility
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5
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Article IV AWARD DETERMINATION
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5
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4.1. Performance Goals
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5
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4.2. Objective Compensation Formula
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6
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4.3. Award Opportunities
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6
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4.4. Adjustment of Performance Goals
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7
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4.5. Final Award Determinations
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7
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4.6. Limitations
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7
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Article V PAYMENT OF BONUS AWARDS
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7
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5.1. Form and Timing of Payment
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7
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5.2. Payment of Partial Awards
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8
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Article VI CONTRIBUTIONS
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8
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6.1. Bonus Deferrals
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8
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6.2. Matching Contributions
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8
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Article VII ACCOUNT ADMINISTRATION
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8
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7.1. Deferral Sub-Accounts
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8
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7.2. Matching Sub-Accounts
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8
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Article VIII VESTING
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8
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8.1. Bonus Deferrals
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8
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8.2. Matching Contributions
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8
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8.3. Change in Control
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9
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Article IX DISTRIBUTIONS
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9
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9.1. Distribution of Bonus Deferrals
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9
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9.2. Normal Distribution of Matching
Contributions
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9
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9.3. Deferral of Matching
Contributions
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9
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9.4. Distributions on Termination of
Employment
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9
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9.5. Distributions Upon a Change in
Control
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10
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9.6. Certain Permitted Accelerations and
Delays
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10
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Article X FUNDING
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10
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Article XI ADMINISTRATION
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10
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11.1. Administration
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10
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11.2. Administrative Review
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11
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11.3. General
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11
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Article XII CLAIMS PROCEDURE
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11
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12.1. Initial Claim
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11
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12.2. Procedure for Review
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11
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12.3. Claim Denial Procedure
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11
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12.4. Appeal Procedure
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12
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12.5. Decision on Appeal
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12
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Article XIII AMENDMENT AND
TERMINATION
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12
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Article XIV MISCELLANEOUS
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13
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14.1. Non-Guarantee of Employment
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13
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14.2. Rights of Participants to
Benefits
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13
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14.3. No Assignment
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13
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14.4. Withholding
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13
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14.5. Account Statements
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13
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14.6. Gender
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13
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14.7. Titles
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13
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14.8. Severability
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13
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14.9. Successors
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13
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14.10. Governing Law
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14
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14.11. Other Plans
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14
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CONSTAR INTERNATIONAL
INC.
ANNUAL INCENTIVE
PLAN
ARTICLE I
PURPOSES AND EFFECTIVE
DATE
1.1. Purposes . This
is the Constar International Inc. Annual Incentive Plan (the
“Plan”), effective as of January 1, 2009. The
purposes of the Plan are to attract and retain highly-qualified
executives. The Plan is an unfunded plan that is not intended to be
(a) subject to Parts 2, 3 or 4 of Title I, Subtitle B of the
Employee Retirement Income Security Act of 1974, as amended
(“ERISA”) or (b) qualified under section 401(a) of
the Code. The Plan is intended to comply with Section 409A of
the Internal Revenue Code of 1986, as amended, (the
“Code”) and is to be construed in accordance with Code
Section 409A and the regulations and guidance
thereunder.
1.2. Effective Date .
The Plan is effective as of January 1, 2009.
ARTICLE II
DEFINITIONS
As used herein, the following terms
shall have the following meanings:
2.1. “ Account
” means the bookkeeping reserve account established and
maintained for each Participant for purposes of determining the
amount payable to the Participant pursuant to the Plan; each
Account shall consist of a Deferral Sub-Account, a Matching
Sub-Account and such other subaccounts as are necessary or
desirable in the opinion of the Committee for the convenient
administration of the Plan. The establishment of an Account shall
not require segregation of any funds of the Company or any
Participating Employer or provide any Participant with any rights
to any assets of the Company or any Participating Employer, except
as a general creditor thereof. A Participant shall have no right to
receive payment of any amount credited to the Participant’s
Account except as expressly provided under the Plan.
2.2. “ Approved
Distribution Date ” means a date at least five years
after a Participant’s Normal Distribution Date that has been
approved by the Committee on which distribution of the applicable
portion of a Participant’s Matching Sub-Account will be made
in accordance with Section 9.3.
2.3. “ Award
Opportunity ” means the various levels of incentive
awards, which a Participant may earn under the Plan, as established
by the Committee pursuant to Article IV.
2.4. “ Base Salary
” means the regular base salary earned by a Participant
during the Plan Year prior to any salary reduction contributions
made to any of the Company’s or any Participating
Employer’s deferred compensation plans, except as otherwise
determined by the Committee in its sole discretion.
2.5. “ Beneficiary
” means the person(s), trust(s) or other entities the
Participant designates, in accordance with procedures established
by the Committee, to receive any benefits
under the Plan after the death of the
Participant. If the Participant has not designated a Beneficiary,
or if no Beneficiary survives the Participant, the aggregate amount
then credited to the Participant’s Account shall be paid in a
single sum to the Participant’s estate.
2.6. “ Board
” means the Board of Directors of the Company or, if the
Board so directs, the Committee acting on behalf of the Board in
the exercise of any and all powers and duties of the Board pursuant
to this Plan.
2.7. “ Bonus
” means the annual performance bonus payable by a
Participating Employer to a Participant under the Plan, as
determined by the Committee after the end of such Plan Year. To be
eligible to receive a Bonus, a Participant must be employed by a
Participating Employer as of January 1 of the Plan Year
following the Plan Year during which such Bonus is
earned.
2.8. “ Cause
” means (a) a Participant, in carrying out his
duties for the Participating Employer, engages in gross misconduct
or gross negligence resulting in a material adverse effect on the
Participating Employer, (b) a Participant embezzles any amount
of the Participating Employer’s assets, (c) a
Participant is convicted (including a plea of guilty or nolo
contendere) of a felony involving moral turpitude, (d) a
Participant’s breach of any restrictive covenant agreed to
with the Participating Employer, or (e) a Participant’s
willful and material failure to follow the lawful instructions of
the Board. For purposes of this Section 2.8, no act, or
failure to act, on the Participant’s part shall be considered
“willful” unless done, or omitted to be done, by him in
bad faith and without reasonable belief that his action or omission
was in the best interest of the Participating Employer. Any act or
omission to act by the Participant in reliance upon an opinion of
counsel to the Participating Employer shall not be deemed to be
willful.
2.9. “ Change in
Control ” means:
(a) the acquisition by an
individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act), during any
12-month period ending on the date of the most recent acquisition
by such individual, entity or group, of beneficial ownership
(within the meaning of Rule 13 d-3 promulgated under the Exchange
Act) of more than 30% of the total voting power of the voting
securities of the Company entitled to vote generally in the
election of directors (the “Voting Securities”);
provided, however, that the following acquisitions shall not
constitute a Change in Control: (a) any acquisition, directly
or indirectly by or from the Company or any Subsidiary, or by any
employee benefit plan (or related trust) sponsored or maintained by
the Company or any Subsidiary, (b) any acquisition by any
underwriter in connection with any firm commitment underwriting of
securities to be issued by the Company, or (c) any acquisition
by any corporation if, immediately following such acquisition, 70%
or more of the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding
voting securities of such corporation (entitled to vote generally
in the election of directors), are beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who, immediately prior to such acquisition, were the
beneficial owners of the then outstanding Stock of the Company and
the Voting Securities in substantially the same proportions,
respectively, as their ownership, immediately prior to such
acquisition, of the Stock and Voting Securities; or
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(b) The occurrence, during any
12-month period, of a reorganization, merger or consolidation,
other than a reorganization, merger or consolidation with respect
to which all or substantially all of the individuals and entities
who were the beneficial owners, immediately prior to such
reorganization, merger or consolidation, of the Stock and Voting
Securities beneficially own, directly or indirectly, immediately
after such reorganization, merger or consolidation 70% or more of
the then outstanding common stock and voting securities (entitled
to vote generally in the election of directors) of the corporation
resulting from such reorganization, merger or consolidation in
substantially the same proportions as their respective ownership,
immediately prior to such reorganization, merger or consolidation,
of the Stock and Voting Securities; or
(c) The sale or other disposition,
during any 12-month period ending on the date of the most recent
sale or disposition, of assets of the Company that have a total
gross fair market value equal to or more than 40% of the total
gross fair market value of all of the assets of the Company
immediately before such sale or disposition, other than to a
subsidiary, wholly-owned, directly or indirectly, by the Company or
to a holding company of which the Company is a direct or indirect
wholly owned subsidiary prior to such transaction; or
(d) During any period of 12
consecutive months, the individuals at the beginning of any such
period who constitute the Board and any new director (other than a
director designated by a person or entity who has entered into an
agreement with the Company or other person or entity to effect a
transaction described in Sections 2.9(a), (b) or
(c) above) whose election by the Board or nomination for
election by the Company’s stockholders was approved by a vote
of a majority of the directors then still in office who either were
directors at the beginning of any such period or whose election or
nomination for election was previously so approved, cease for any
reason to constitute a majority of the Board.
2.10. “ Code
” means the Internal Revenue Code of 1986, as
amended.
2.11. “ Committee
” means the Compensation Committee of the Board, provided
that, with respect to awards intended to qualify as
“performance-based compensation” under
Section 162(m) of the Code, such committee shall consist of
two (2) or more individuals who are “outside
directors” within the meaning of Section 162(m) of the
Code, as amended from time to time.
2.12. “ Company
” means Constar International Inc., a corporation
organized under the laws of the State of Delaware, or any successor
corporation.
2.13. “ Disability
” means the Employee is (a) unable to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period
of not less than 12 months, or (b) by reason of any medically
determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits
for a period of not less than three months under an accident and
health plan of the applicable Participating Employer.
Notwithstanding the foregoing, if the Participating Employer
maintains an accident and health plan, only subparagraph
(b) hereof shall apply in determining whether an Employee is
considered disabled for the purposes of this Plan.
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2.14. “ Employee
” means an officer or other key employee of a
Participating Employer including a director who is such an
employee.
2.15. “ Employer
” means the Company and any other entity included with
the Company in a controlled group of corporations or trades or
businesses within the meaning of Section 414(b) or
Section 414(c) of the Code, provided that, for purposes of
Section 2.25 hereof, in applying Code Section 1563(a)(1),
(2), and (3) for purposes of determining a controlled group of
corporations under Code Section 414(b), the language “at
least 50 percent” is used instead of “at least 80
percent” each place it appears in Code
Section 1563(a)(1), (2), and (3), and in applying Treasury
Regulation §1.414(c)-2 for purposes of determining trades or
businesses (whether or not incorporated) that are under common
control for purposes of Code Section 414(c), “at least
50 percent” is used instead of “at least 80
percent” each place it appears in Treasury Regulation
§1.414(c)-2.
2.16. “ Exchange Act
” means the Securities Exchange Act of 1934, as
amended.
2.17. “ Matching
Contribution ” means amounts credited to a
Participant’s Account pursuant to
Section 6.2.
2.18. “ Normal
Distribution Date ” means the third anniversary of
the date on which an amount is credited to a Participant’s
Matching Sub-Account under Section 6.2 and on which
distribution of such amount (adjusted for earnings) will be made in
accordance with Section 9.2.
2.19. “ Participant
” means an Employee who is participating in the Plan
pursuant to Article III.
2.20. “ Participating
Employer ” means the Company and any Subsidiary,
unless such Subsidiary is excluded as a Participating Employer by
the Board, and any organization into which a Participating Employer
may be merged or consolidated or to which all or substantially all
of its assets may be transferred.
2.21. “ Plan
” means the Constar International Inc. Annual Incentive
Plan as set forth herein and as amended from time to
time.
2.22. “ Plan Year
” means the calendar year.
2.23. “ Retirement
” means, with respect to any Participant, Separation from
Service after attainment of an age regarded by the Participating
Employer as the normal retirement age for its employees in general,
based upon the Participating Employer’s general employment
and related policies and practices.
2.24. “ Separation from
Service ” means a Participant’s termination of
employment with the Employer that meets the requirements of a
“separation from service” as defined under
Section 409A of the Code and the regulations and other
guidance thereunder.
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2.25. “ Specified
Employee ” means, for any 12-month period beginning
on April 1 and ending on the following March 31, a
Participant who, as of the preceding December 31, was
(i) an officer of an Employer having annual compensation (as
defined in Section 414(q)(4) of the Code) greater than
$130,000 (as adjusted under Section 416(i)(1) of the Code),
(ii) a “five-percent owner” of an Employer (as
defined in Section 416(i)(1)(B) of the Code), or (iii) a
person having annual compensation (as defined in
Section 414(q)(4) of the Code) of more than $150,000 and who
would be classified as a “five-percent owner” of an
Employer under Section 416(i)(1)(B) of the Code if “one
percent” were substituted for “five percent” each
time it appears in the definition of such term.
2.26. “ Stock
” means the common stock of the Company, par value $.01
per share, or such other class or kind of shares or other
securities designated by the Committee.
2.27. “ Subsidiary
” means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company (or any
subsequent parent of the Company) if each of the corporations other
than the last corporation in the unbroken chain