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Exhibit
10.46
Executive Incentive
Plan for Fiscal 2008
On May 15, 2008, the
Committee, as well as the Board of Directors of the Company,
approved an executive incentive plan for the Company’s fiscal
year ending March 31, 2009 (fiscal 2008). Participants in the
plan include the Company’s Chief Executive Officer and all
other executive officers. The Committee is responsible for
determining the payout under the plan to each executive officer
except the Chief Executive Officer. The Board of Directors of the
Company determines the payout under the plan for the Chief
Executive Officer, taking into account the recommendation received
from the Committee.
Pursuant to the plan, the
Committee designated for each executive officer a target cash
incentive amount, expressed as a percentage of the officer’s
base salary. In establishing these targets, the Committee took into
account for each officer the level of total compensation including
base salary, cash incentive and equity paid by similar companies
for comparable positions based on market data compiled by our Vice
President of Human Resources.
The amount of the incentive
award actually paid to each executive officer may be less than or
greater than the executive’s target cash incentive, with the
amount capped at 156% of the target incentive. Individual incentive
awards will be determined following the end of fiscal 2008 based on
the following factors and their corresponding
weightings:
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the
Company’s earnings before
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