IDEX
CORPORATION
NORTHBROOK,
ILLINOIS
REVISED AND
RESTATED
IDEX MANAGEMENT INCENTIVE
COMPENSATION PLAN
FOR KEY EMPLOYEES
EFFECTIVE JANUARY 1,
2009
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1.
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The
purpose of this Plan is to provide incentive and reward to
“key employees” who contribute to the profits of the
enterprise by their invention, ability, industry, loyalty or
exceptional service, through making them participants in that
success. The primary objectives of the Plan are to:
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Effectively incent desired
organizational performance levels by focusing on a few quantitative
and qualitative indicators that drive overall company
performance.
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Ensure accountability, support, and
accomplishment of corporate-wide initiatives.
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Provide leverage for support of
multi-business unit activities to take advantage of synergies
across units and within newly-formed groups.
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Enhance the reward and retention of
top performers.
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As herein used,
the word “key employees” shall be understood to include
the Corporation’s officers, key executive office managerial
employees, business unit presidents, and other executives employed
in the business units and subsidiaries (operating units) the
Corporation generally reporting to an operating unit president, or
other key managerial or professional employees engaged in
capacities of special responsibility and trust in the development,
conduct, or management of the operating unit who may from time to
time in the manner herein set forth be deemed and determined by the
Chief Executive Officer of the Corporation to be “key
employees” for a particular award year.
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2.
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Full power and authority to
construe, interpret and administer this Plan shall be vested in the
Compensation Committee of the Board of Directors of the
Corporation. However, the day-to-day administration of the Plan
shall be the responsibility of the senior management of the
Corporation, and the Compensation Committee of the Board of
Directors shall rely on the senior management for recommendations
for awards and interpretation, when necessary. Decisions of the
Compensation Committee of the Board of Directors shall be final,
conclusive, and binding upon all parties, including the
Corporation, the stockholders, and the employees.
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3.
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An
employee shall be eligible for consideration for extra compensation
if he or she is an employee of the Corporation or a subsidiary and
remains an employee as of the last day of the fiscal year. No
employee whose compensation, under a contract of employment or
otherwise, is determined in whole or in part on a commission basis,
and no person who is compensated on the basis of a fee or retainer,
as distinguished from salary, shall be eligible for extra
compensation for the period during which his or her compensation is
so determined.
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4.
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Subject to the provisions of this
Plan, the Compensation Committee of the Board of Directors shall
have full discretion in making extra compensation
awards.
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5.
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Extra compensation awards with
respect to any fiscal year (the “award year”) shall be
made as soon as feasible after the close of such fiscal year.
Awards shall be made and the beneficiaries shall be notified
thereof and paid therefore promptly, and in any event, between
January 1 and March 15 of the year following the award
year.
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6.
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This document describes the process
that will be used to determine extra compensation awards for each
Plan participant.
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7.
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The
amount awarded to a “key employee” under the Plan shall
be determined in accordance with the following Plan
description:
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A.
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MICP PLAN FACTORS
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The
Plan will use the following factors to determine individual extra
compensation payments:
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The
Plan participant’s Annual Base Salary as of January 1 of the
respective MICP award year.
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Individual Target Bonus Percentage,
based on the position content of the participant’s current
job. Target Bonus Percentages range from 15% to 65% based on the
salary grade assigned.
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Corporate and Business unit
performance against Quantitative Performance Objectives,
representing 65% of the Target Bonus Percentage.
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Performance against
internally-assessed Business unit quantitative product innovation
objectives, representing 10% of the Target Bonus
Percentage.
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Business unit performance against 12
behavioral objectives, representing 25% of the Target Bonus
Percentage.
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An
individual Personal Performance Multiplier, ranging from 0.00 to
1.30; the purpose of this individual multiplier is to identify and
appropriately award top performers and below average
performers.
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B.
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QUANTITATIVE PERFORMANCE
OBJECTIVES
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Corporate and business unit
accomplishments will be measured against any one or more of the
following Quantitative Performance Objectives:
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margin growth
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net
earnings (either before or after interest, taxes, depreciation,
amortization and non-recurring items),
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economic value-added (as determined
by the Compensation Committee),
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sales or revenue, net income (either
before or after taxes),
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operating earnings,
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cash flow (including, but not
limited to, operating cash flow and free cash flow),
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return on capital,
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return on assets (net or
gross),
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return on stockholders’
equity,
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stockholder returns,
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return on sales,
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gross or net profit
margin,
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productivity,
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expense margins,
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operating efficiency,
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customer satisfaction,
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working capital,
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earnings per share,
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price per share,
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new
product development, and
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