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Exhibit
10.1
POPE & TALBOT,
INC.
EXECUTIVE INCENTIVE
COMPENSATION PLAN
Section 1.
Purposes
The purposes of the
Pope & Talbot, Inc. Executive Incentive Compensation Plan
(the “ Plan ”) are (i) to provide greater
motivation for select management employees of Pope &
Talbot, Inc. (the “ Company ”) and (ii) to
direct the energies of employees toward the achievement of specific
business goals established for the Company and its Subsidiaries (as
defined in Section 7 below).
The Plan shall be effective
as of October 1, 2007 (the “ Effective Date
”).
Section 2. Administration and
Interpretation
(a) The Plan shall be
administered by the Compensation Committee (the “
Committee ”) of the Board of Directors of the Company
(the “ Board ”), which shall consist of at least
two individuals who are not and have never been employees of the
Company and who shall serve at the pleasure of the
Board.
(b) The Committee is
authorized to interpret the Plan and may from time to time adopt
such rules and regulations for carrying out the Plan as it may deem
necessary or advisable. Decisions of the Committee shall be final,
conclusive and binding upon all parties, including, without
limitation, the Company and the employees who participate in the
Plan.
Section 3.
Participation
(a) The eligibility of
employees to participate in the Plan shall be determined by the
Committee in its discretion (“ Participants ”).
As of the Effective Date, Participants shall at a minimum include
the following executives of the Company:
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President and
Chief Executive Officer
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Vice
President and Chief Financial Officer
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VP –
General Manager – Pulp Division
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Vice
President – Human Resources
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Vice
President – Information Technology
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(b) If an employee first
becomes eligible to participate in the Plan after the beginning of
a calendar quarter, then such employee shall become a Participant
in the Plan and shall be eligible for quarterly bonus awards
beginning with the calendar quarter next following the date on
which the Participant first becomes eligible to participate in the
Plan. Unless
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otherwise determined by the Committee,
such Participant shall also be entitled to a pro rata
quarterly bonus award for initial calendar quarter of
participation. Such pro rata quarterly bonus award shall be
equal to the EBITDAR (as defined in Section 7 below) portion
of the quarterly bonus award the Participant would have been
entitled to receive under the Plan had he or she been a Participant
for the entire calendar quarter, multiplied by a fraction, the
numerator of which is the number of calendar days remaining in such
calendar quarter, determined from the date the Participant
commenced participation in the Plan, and the denominator of which
is the total number of calendar days in such calendar
quarter.
Section 4. Q uarterly Bonus
Awards
(a) Subject to a
Participant’s continued employment in good standing with the
Company, Participants shall vest in the right to payment of a
quarterly bonus award on each of January 1,
2008, April 1, 2008, July 1,
2008, October 1, 2008, January 1, 2009 and
April 1, 2009 (each, a “ Vesting Date ”)
with respect to the calendar quarter ending immediately prior to
such Vesting Date. The amount of each quarterly bonus award shall
be equal to a specified percentage of the Participant’s
annual base salary in effect as of the beginning of the calendar
quarter for which the bonus award is being paid (“ Base
Salary ”).
(b) The Committee shall
determine the percentage of Base Salary used to calculate the
amount of quarterly bonus awards in accordance with
Section 5.
(c) Quarterly bonus awards
shall be paid to Participants in cash in a single lump sum on the
thirtieth (30 th ) day of the calendar month containing the Vesting Date
(each, a “ Payment Date ”). If a Participant
dies before such bonus is paid, the cash amount shall be paid to
the Participant’s surviving spouse or, if the Participant is
not married at the time of his or her death, the
Participant’s estate.
Section 5. Determination of
Quarterly Bonus Awards
(a) Target Award . The
Committee shall establish a target level award, expressed as a
percentage of Base Salary (the “ Target Award
”), for each Participant. The actual amount of the quarterly
bonus awards paid to a Participant under the Plan may be higher or
lower than the Target Award for such Participant depending on the
actual performance results achieved for the applicable calendar
quarter. Unless otherwise determined by the Committee, the Target
Awards for Participants shall be as follows:
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| President
and Chief Executive Officer |
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37.50% of
Base Salary |
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| Vice
President and Chief Financial Officer |
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33.33% of
Base Salary |
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| VP –
General Manager – Pulp Division |
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25.00% of
Base Salary |
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| Vice
President of Human Resources |
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25.00% of
Base Salary |
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| Controller |
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25.00% of
Base Salary |
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| Vice
President – Information Technology |
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16.67% of
Base Salary |
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| Director of
Tax |
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16.67% of
Base Salary |
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Unless otherwise determined by the
Committee, the Target Award for Participants other than those
executive officers listed above shall be 16.67% of Base
Salary.
(b) Actual Award .
(i) The Committee shall determine the actual amount of the
quarterly bonus award to be paid to each Participant under the
Plan. In making such determination, the Committee shall multiply
the Target Award by a percentage (the “ Performance
Percentage ”). The amount of the Performance Percentage
shall be dependent 50% upon EBITDAR (as defined in Section 7
below) and 50% upon individual performance targets for the
applicable calendar quarter.
(ii) Within 15 days after the
Effective Date, the Committee shall establish EBITDAR targets for
the first three calendar quarters for which quarterly bonus awards
are payable under the Plan, and shall establish EBITDAR targets for
the final three calendar quarters for which quarterly bonus awards
are payable under the Plan not later than March 1, 2008. The
Committee shall notify Participants in writing of the applicable
EBITDAR target prior to the beginning of each calendar quarter for
which a quarterly bonus award is payable; provided ,
however , that Participants shall be notified in writing of
the EBITDAR target for the fourth calendar quarter of 2007 not
later than 15 days after the Effective Date.
(iii) Within 15 days after
the Effective Date, the Committee shall establish individual
performance objectives for the fourth calendar quarter of 2007, and
shall notify Participants in writing of such objectives not later
than 15 days after the Effective Date. The Committee shall
establish individual performance objectives for the remaining
calendar quarters for which quarterly bonus awards are payable
under the Plan, and shall notify Participants in writing of the
applicable individual performance objectives, prior to the
beginning of each such calendar quarter.
(iv) The Performance
Percentage for a calendar quarter shall equal the sum of the
EBITDAR Percentage and Individual Percentage.
(v) The EBITDAR Percentage
for a calendar quarter shall be determined using the following
chart:
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Actual EBITDAR
Performance
(expressed as a % of EBITDAR target)
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EBITDAR
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