EXHIBIT 10.0
AVX
Corporation
2009
Management Incentive Plan
1.
Purpose. The Company wishes to provide for the
award of annual incentive compensation to selected employees of the
Company and its Subsidiaries if specified Performance Goals are
achieved. The general purpose of the Plan is to promote
the interests of the Company’s shareholders by providing to
selected employees incentives to continue and increase their
efforts with respect to, and remain in the employ of, the Company
and its Subsidiaries. The Plan is designed to provide qualified
performance-based compensation in accordance with Section 162(m) of
the Internal Revenue Code of 1986, as may be amended from time to
time, and the regulations promulgated thereunder (“Code
Section 162(m)”); provided, however , that the
Compensation Committee may, in its discretion, grant awards under
the Plan that are not exempt from Section 162(m).
2.
Administration. The Plan will be administered by
the Committee, which shall be comprised of three or more persons,
each of whom shall qualify as an “outside director”
within the meaning of Code Section 162(m).
Subject to the express provisions of the Plan,
the Committee shall have plenary authority, in its discretion, to
administer the Plan and to exercise all powers and authority either
specifically granted to it under the Plan or necessary and
advisable in the administration of the Plan, including without
limitation the authority to interpret the Plan; to prescribe, amend
and rescind rules and regulations relating to the Plan; to grant
Awards, to determine the terms, provisions and conditions of all
Awards granted under the Plan (which need not be identical), the
individuals to whom and the time or times when Awards shall be
granted, and to make all other necessary or advisable
determinations with respect to the Plan. The
determination of the Committee on such matters shall be
conclusive.
3.
Participants. The Committee shall from time to
time select the key employees of the Company and its Subsidiaries
to whom Awards are to be granted, and who will, upon such grant,
become participants in the Plan.
(a) The
Performance Goal(s) and Performance Period applicable to an Award
shall be set forth in writing by the Committee no later than 90
days after the commencement of the Performance Period (and in no
event will a performance goal be established after 25 percent of
the period of service has elapsed). The Committee shall have the
discretion to later revise the Performance Goal(s); provided,
however, that , with respect to Awards that are intended to
satisfy Code Section 162(m), the Performance Goal(s) may be revised
solely for the purpose of reducing or eliminating the amount of
compensation otherwise payable upon attainment of the Performance
Goal(s). To the extent that the Performance Goal(s) are based on
the Company’s annual results of operations, the Profit Before
Taxes target shall be based on the Company’s annual
budget.
(b)
In making an Award, the Committee may take into account an
employee’s responsibility level, performance, cash
compensation level, incentive compensation awards and such other
considerations as it deems appropriate. The
amount paid out upon satisfying the Performance Goals shall not
exceed 200% of the employee’s base salary determined on the
date of grant of the Award, and in no event shall an employee
receive payments under the Plan in connection with any one fiscal
year which exceed $5.0 million.
5.
Employment. Except as provided
