Exhibit 10.1
Effective 6-29-09
BRIGGS & STRATTON
CORPORATION
ECONOMIC VALUE
ADDED
INCENTIVE COMPENSATION
PLAN
As adopted by the Compensation
Committee on April 20, 2004 and amended through
August 11, 2009
BRIGGS & STRATTON
CORPORATION
ECONOMIC VALUE ADDED INCENTIVE COMPENSATION
PLAN
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A.
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To promote the
maximization of shareholder value over the long term by providing
incentive compensation to key employees of Briggs &
Stratton Corporation (the “Company”) in a form which is
designed to financially reward participants for an increase in the
value of the Company to its shareholders.
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B.
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To provide
competitive levels of compensation to enable the Company to attract
and retain employees who are able to exert a significant impact on
the value of the Company to its shareholders.
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C.
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To encourage
teamwork and cooperation in the achievement of Company
goals.
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D.
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To recognize
differences in the performance of individual
participants.
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The Compensation Committee of the
Board of Directors (the “Committee”) shall be
responsible for the design, administration, and interpretation of
the Plan.
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A.
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“Accrued Bonus”
means the bonus, which may be
negative or positive, which is calculated in the manner set forth
in Section V.A.
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B.
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“Actual EVA” means the EVA as calculated for the relevant
Plan Year.
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C.
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“Base
Salary” means the
amount of a Participant’s base compensation earned during the
Plan Year without adjustment for bonuses, salary deferrals, value
of benefits, imputed income, special payments, amounts contributed
to a savings plan or similar items.
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D.
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“Capital” means the Company’s weighted average
monthly operating capital for the Plan Year, calculated as
follows:
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Current
Assets
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-
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Non-operating
Investments
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+
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Bad Debt
Reserve
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+
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LIFO
Reserve
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-
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Deferred Tax
Liabilities or Assets Classified as Current Assets
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-
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Current
Noninterest-Bearing Liabilities
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+
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Warranty
Reserve
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+
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Environmental
Reserve
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+
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Property,
Plant, Equipment, Net
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-
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Construction in
Progress
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+
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Other Assets
(not including prepaid Pension Costs)
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(+/-)
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Unusual Capital
Items
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E.
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“Capital Charge”
means the deemed opportunity cost of
employing Capital in the Company’s businesses, determined as
follows:
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Capital Charge = Capital X Cost of
Capital
1
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F.
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“ Cost
of Capital” means the weighted average of the cost of
equity and the after tax cost of debt for the relevant Plan Year on
a market value basis. The Cost of Capital will be determined (to
the nearest tenth of a percent) by the Committee prior to each Plan
Year, consistent with the following methodology:
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a)
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Cost of Equity
= Risk Free Rate + (Business Risk Index X Average Equity Risk
Premium)
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b)
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Debt Cost of
Capital = Debt Yield X (1 - Tax Rate)
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c)
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The weighted
average of the Cost of Equity and the Debt Cost of Capital is
determined by reference to the actual debt-to-capital
ratio
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where the Risk Free Rate is the
average daily closing yield rate on 10 year U.S. Treasury Bonds for
the month of March immediately preceding the relevant Plan Year,
the Business Risk Index is determined by using an average of the
Beta available in the four (4) most recent Value Line reports
on the Company. The Average Equity Risk Premium is 6%, the Debt
Yield is the weighted average yield of all borrowing included in
the Company’s permanent capital, and the tax rate is the
combination of the relevant federal and state income tax
rates.
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G.
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“
Designated Key Contributor ” means those Participants
named by the Chief Executive Officer as a Designated Key
Contributor under the Plan.
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H.
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“Divisional EVA Performance
Factor” means an
Individual Performance Factor calculated in the same manner as the
Company Performance Factor as set forth in Section VI.A., except
that EVA, Actual EVA, Target EVA, EVA Leverage Factor, NOPAT,
Capital, Capital Charge and other relevant terms shall be defined
by reference to the particular operating division, service division
or sales group, not by reference to the entire Company.
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I.
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“Economic Value Added” or
“EVA” means
the NOPAT that remains after subtracting capital Charge, expressed
as follows:
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NOPAT
Less: Capital Charge
Equals: EVA
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EVA may be positive or
negative.
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J.
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“EVA
Leverage Factor” means the expected deviation in EVA from the
average EVA, generally reflected as a percentage of capital
employed. For purposes of this Plan, the Company’s EVA
Leverage Factor is determined to be $27 million.
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K.
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“Key
Managers” mean those Participants designated as Key Managers
by the Committee with respect to any Plan Year.
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L.
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“NOPAT” means cash adjusted net operating profits after
taxes for the Plan Year, calculated as follows:
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Pretax
Income
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+
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Interest
Expense
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-
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Normal Pension
Costs
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+/-
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Pension
Income/Expense
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+/-
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Change in LIFO
Reserve
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+/-
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Change in Bad
Debt Reserve
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+/-
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Change in Post
Retire Health Care Reserve
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+/-
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Change in
Warranty Reserve
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+/-
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Other Income
& Expense on Non-Operating Investments
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+/-
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Unusual
Charges
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+/-
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Amortization of
Unusual Income or Expense Items
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-
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Cash Taxes on
the above (+/-changes in Deferred Taxes)
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M.
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“Plan
Year” means the one
year period coincident with the Company’s fiscal
year.
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2
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N.
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“Senior Executives”
means those Participants designated
as Senior Executives by the Committee with respect to any Plan
Year.
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O.
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“Target EVA” means the target level of EVA for the Plan Year,
determined as follows:
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Target EVA
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=
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Prior Year
Target EVA
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+
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Prior Year
Actual EVA
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2
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A.
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Eligible
Positions . In general,
all Company Officers, Division General Managers, Key Managers and
members of the corporate operations group, and certain direct
reports of such individuals may be eligible for participation in
the Plan. However, actual participation will depend upon the
contribution and impact each eligible employee may have on the
Company’s value to its shareholders, as determined by the
Chief Executive Officer of the Company, and approved by the
Committee.
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B.
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Nomination
and Approval . Each Plan
Year, the Chief Executive Officer of the Company will nominate
eligible employees of the Company and its subsidiaries and
affiliates to participate in the Plan for the next Plan Year. The
Committee will have the final authority to select Plan participants
(the “Participants”) among the eligible employees
nominated by the Chief Executive Officer of the Company. Continued
participation in the Plan is contingent on approval of the
Committee. Selection normally will take place, and will be
communicated to each Participant, prior to the beginning of the
pertinent Plan Year.
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V.
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Individual
Participation Levels
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A.
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Calculation
of Accrued Bonus . Each
Participant’s Accrued Bonus will be determined as a function
of the Participant’s Base Salary, the Participant’s
Target Incentive Award (provided in paragraph V.B., below), Company
Performance Factor (provided in Section VI.A.) and the Individual
Performance Factor (provided in Section VI.B.) for the Plan Year.
Each Participant’s Accrued Bonus will be calculated as
follows:
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30%
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Participant’s
Base Salary
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x
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Target
Incentive
Award
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x
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Company
Performance
Factor
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+
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70%
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Participant’s
Base Salary
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x
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Target
Incentive
Award
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x
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Individual
Performance
Factor
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In no case may the Accrued Bonus
exceed three times the Target Incentive Award or be less than
negative one times the Target Incentive Award.
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B.
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Target
Incentive Awards . The
Target Incentive Awards will be determined according to the
following schedule:
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Target Incentive Award
(% of Base Salary)
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Chief Executive Officer
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100
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%
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Chief Operating Officer
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80
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%
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Executive Vice President & Senior Vice
Presidents
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60
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%
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Other Elected Officers
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40
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%
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Division General Managers
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40
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%
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Key Managers
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40
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%
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Designated Key Contributors
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25
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%
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All Others
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20
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%
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3
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A.
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Company
Performance Factor Calculation . For any Plan Year, the Company Performance
Factor will be calculated as follows:
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