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MANAGEMENT INCENTIVE PLAN DOCUMENT

Equity Incentive Plan Agreement

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This Equity Incentive Plan Agreement involves

ADC Telecommunications, Inc Management

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Title: MANAGEMENT INCENTIVE PLAN DOCUMENT
Governing Law: Minnesota     Date: 3/13/2007
Industry: Communications Equipment     Sector: Technology

MANAGEMENT INCENTIVE PLAN DOCUMENT, Parties: adc telecommunications  inc management
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Exhibit 10-d

Publish Date:  01 November 2006
Destroy Date: 31 December 2007

ADC

Management Incentive Plan Document
Fiscal Year 2007

 


 

MANAGEMENT INCENTIVE PLAN DOCUMENT
Fiscal Year 2007

Plan Name and Effective Date

The name of this Plan is the ADC Telecommunications, Inc. Management Incentive Plan. The plan is effective from November 1, 2006 through October 31, 2007.

Purpose

The purpose of the Plan is to provide, with full regard to the protection of shareholder’s investments, a direct financial incentive for eligible managers and individual contributors to make a significant contribution to ADC’s established goals.

Eligibility

Eligibility for Fiscal Year 2007 is limited to full or part-time regular employees in the U.S. and in such other countries where ADC has specifically notified employees of eligibility for participation in the Plan. Eligibility for participation in this Plan is limited to such employees who hold executive, certain management and higher-level individual contributor positions. In order to be eligible, an employee cannot participate in any other ADC incentive plan, except as approved by the Compensation and Organization Committee of the Board of Directors or the CEO, and must be employed in an eligible position on or before October 1, 2007.

Timing of Payment

Payments that become due under this Plan are made as soon as administratively feasible following the close of ADC’s fiscal year, generally in late December or early January. All payments are subject to appropriate withholdings.

Plan Goals

The Plan reinforces the key goals that support ADC’s long-term strategic plans. The key factors in ADC’s FY07 corporate success are Pro Forma Operating Income, Free Cash Flow, and Net Sales. The key factors in ADC’s FY07 Global Connectivity Solutions success are Pro Forma Operating Income, adjusted Inventory Turns, and Net Sales. For the Wireline and Wireless Business Units, the key factors for FY07 are Pro Forma Operating Income, Inventory Turns, and Net Sales. For APS U.S., the key factors for FY07 are Pro Forma Operating Income including Product Pull Through, Contribution Margin without Product Pull Through, Days Sales Outstanding, and Net Sales including Product Pull Through. For APS Germany, the key factors for FY07 are Pro Forma Operating Income without Product Pull Through, Cash Conversion Cycle, and Net Sales including Product Pull Through. Goals are set at the ADC and Business Unit levels including regional goals for GCS. Accounting methodology changes may dictate corresponding goal modifications during the plan year.

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Following is a description of the plan components:

 

 

 

Plan Goal

 

Definition

Pro Forma Operating
Income

 

Net Sales less all relevant expenses incurred to produce the products or deliver services. Expenses include direct material and labor costs as well as regional and Business Unit costs, including engineering, sales & marketing expenses, and corporate overhead costs. Pro Forma Operating Income does not include interest income, interest expense, income tax or other non-operating income. It also excludes restructuring and other one-time expenses that are not reflective of the ongoing business.

 

 

 

 

 

Beginning in FY07, corporate overhead costs not directly attributable to the Business Unit will be assessed as a shared service charge set at a fixed percentage of Revenue. ADC-level Pro Forma Operating Income will reflect absorption of ALL corporate expenses including variances above or below the level of the shared service charge.

 

 

 

Net Sales / Revenue

 

The amount ADC can recognize in accordance with Generally Accepted Accounting Principles (GAAP) for goods shipped or services provided to third party customers, net of returns received and discounts.

 

 

 

Free Cash Flow

 

ADC cash from operations (including restructuring charges) less capital expenditures.

 

 

 

Cash Conversion
Cycle (Days)

 

Represents the average number of days between ADC cash payments for products, services, labor, and operating expenses, and ADC cash receipts from customers: days of receivables plus days of inventory supply less days payables.

Above metrics are based upon monthly average balances of inventory, receivables, and

 

 

 

 

 

payables relative to 3 rd party Net Sales and 3 rd party cost of sales.

 

 

 

Inventory Turns*

 

Represents a measure of how many times per year ADC sells through its inventory balance: 3 rd party cost of sales divided by average monthly net inventory balance.

 

 

 

Days Sales
Outstanding

 

A measure of the amount of uncollected 3 rd party obligations to ADC (Accounts Receivable) relative to average daily sales. The calculation is average monthly net accounts receivable balance divided by average quarterly 3 rd party Revenues divided by 90. (Also called Days of Receivables)

 

 

 

Product Pull Through

 

ADC product sales that are sold through ADC Professional Services channels.

 

 

 

Business Unit
Contribution Margin

 

Net Sales less the cost to produce the products or services sold and less certain costs directly associated with that Business Unit including but not limited to engineering, product management, and administrative expenses. It does not take into account operating expenses deemed regional during the budgeting process, corporate allocations, interest income, interest expense, other income/loss or income tax. It also excludes restructuring and other one-time expenses that are not reflective of the ongoing business.

 

*For Global Connectivity Solutions the measure is Adjusted Inventory Turns: (Inventory Turns x percent ship-to-request).

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NOTE: For the Business Units, Net Sales, Contribution Margin, and Pro-Forma Operating Income are measured on Plan foreign exchange rates.

Goal Weightings

Employees serving multiple Business Units have 100% of their incentive plan based on ADC goals and results. Employees dedicated at least 90% to one Business Unit have a portion of their incentive based on ADC results and a portion on Business Unit results. The weightings for Business Unit participation are as follows:

 

 

 

 

 

 

 

 

 

 

 

ADC

 

BU or Regional

Grade

 

Weighting

 

Weighting

G


 
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