JOURNAL COMMUNICATIONS, INC.
ANNUAL MANAGEMENT INCENTIVE PLAN
amended and restated as of December 8, 2008
Article 1
Background
This
Annual Management Incentive Plan (the “Plan”) replaced
the Journal Communications, Inc. Annual Management Incentive Plan
that was in effect for fiscal year 2007 and prior years. The Plan
is amended and restated as of December 8, 2008 to preserve the
“performance-based compensation” exemption from Section
162(m) of the Code in light of Revenue Ruling 2008-13, issued in
February 2008.
This
Plan is a subplan of the Journal Communications, Inc. 2007 Omnibus
Incentive Plan (“2007 Omnibus Plan”), consisting of a
program for the grant of annual cash-based Performance Awards under
Articles 10 and 11 of the 2007 Omnibus Plan. The Plan has been
established and approved, and will be administered by, the
Committee pursuant to the terms of the 2007 Omnibus Plan. It is
intended that the performance bonuses earned under the Plan shall
be Qualified Performance-Based Awards under Article 11 of the 2007
Omnibus Plan with respect to Participants who are Covered
Employees, with the intent that the performance bonuses will be
fully deductible by the Company without regard to the limitations
of Code Section 162(m).
The
applicable Award limits of Section 5.4 of the 2007 Omnibus Plan
shall apply with respect to the Plan. Section 5.4(e) of the 2007
Omnibus Plan provides that the maximum aggregate amount that may be
paid with respect to a cash-based Award under the 2007 Omnibus Plan
to any one Participant in any one fiscal year of the Company is
three percent (3%) of the Company’s consolidated net earnings
from continuing operations for such year as shown in the
Company’s consolidated statements of earnings and filed with
the Company’s Annual Report on Form 10-K for such fiscal
year.
Article 2
Plan Purpose
The
purpose of the Plan is to:
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Reward key
individuals for achieving pre-established financial and
non-financial goals that support the Company’s and its
Subsidiaries’ annual business objectives.
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Encourage and
reinforce effective teamwork and individual contributions toward
the Company’s and its Subsidiaries’ stated
goals.
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Provide an
incentive opportunity incorporating an appropriate level of risk
that will enable the Company to attract, motivate and retain
outstanding executives.
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Provide
Qualified Performance-Based Awards to Covered Employees that
qualify for the Section 162(m) Exemption.
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Article 3
Definitions
Capitalized
terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the 2007 Omnibus Plan. In addition, the
following words and phrases have the respective meanings indicated
below unless a different meaning is plainly implied by the
context:
“2007
Omnibus Plan” means the Journal Communications, Inc. 2007
Omnibus Incentive Plan, as amended from time to time.
“CEO”
means the Chief Executive Officer of the Company.
“Eligible
employee” means the CEO and any other management-level
employee of the Company or a Subsidiary whose job responsibilities
have a direct impact on the Company’s strategic
goals.
“Incentive
award” means the amount to be paid, in the form of cash, to
an eligible employee pursuant to the Plan.
“Individual
Award Limit” for any Plan Year has the meaning given such
term in Section 6.1.
“Participant”
means an eligible employee who has been designated in the Plan or
by the Committee to participate in the Plan for a given Plan
Year.
“Intermediate
Incentive Opportunity Range” refers to the range of incentive
award opportunities that may be established for a given Participant
or Participants pursuant to Section 6.2 hereof (expressed as
minimum, target and maximum), which is below the Individual Award
Limit.
“Intermediate
Performance Goals” refers to the corporate, subsidiary and/or
individual performance measures and goals and their respective
weightings for each eligible Participant that may be set pursuant
to Section 6.2 hereof for the determination of individual incentive
awards, subject to the achievement of the Threshold Earnings
Performance.
“Plan”
means the plan set forth in this Journal Communications Inc. Annual
Management Incentive Plan, as it may be amended from time to time,
and known as the “Annual Management Incentive
Plan.”
“Plan
Year” means the Company’s fiscal year for financial
reporting purposes.
“Threshold
Earnings Performance” has the meaning given such term in
Section 6.1.
Article 4
Plan Administration
The
Plan shall be administered by the Committee. The Committee shall
have sole authority and discretion, consistent with the provisions
of the Plan, to:
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Approve
Participants from time to time from among eligible
employees,
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Establish, at
the beginning of each Plan Year, Intermediate Incentive Opportunity
Ranges and Intermediate Performance Goals for any Participant who
is an executive officer,
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Approve, at the
beginning of each Plan Year, the CEO’s recommendation of
Intermediate Incentive Opportunity Ranges and Intermediate
Performance Goals for any Participant who is not an executive
officer,
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Modify the
Intermediate Incentive Opportunity Ranges and Intermediate
Performance Goals for any Participant, in accordance with Section
6.3,
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Determine at
the end of each Plan Year whether the Threshold Earnings
Performance was achieved, and
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Determine and
approve at the end of each Plan Year incentive awards for all
Participants, subject to the achievement of the Threshold Earnings
Performance and the Individual Award Limit.
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The
Committee shall have full authority and discretion to adopt rules
and regulations to carry out the purposes and provisions of the
Plan within the parameters defined by the Board. The
Committee’s interpretation and construction of any provision
of the Plan, and all decisions and actions of the Committee, shall
be binding and conclusive. All expenses of administering the Plan
shall be borne by the Company.
Article 5
Eligibility and Participation
The
CEO shall be a participant in the Plan in each Plan Year. The
Committee is responsible for reviewing and approving the
recommendations of the CEO regarding the eligibility and
participation of employees in the Plan other than
himself.
Participation
in the Plan is limited to management-level employees of the Company
or any Subsidiary whose job responsibilities have a direct impact
on the Company’s strategic goals.
Article 6
Plan Operation
Section
6.1 Threshold Earnings
Performance and Award Limits.
Pursuant
to Article 11 of the 2007 Omnibus Plan, by adopting this Plan, the
Committee has established the threshold performance goal under the
Plan for each Plan Year based on “earnings,” which is
one of the Qualified Business Criteria approved by the shareholders
under Section 11.2 of the 2007 Omnibus Plan. Specifically, the
threshold performance goal under the Plan for each Plan Year is
that the Company achieve positive consolidated net earnings from
continuing operations for such year, as reflected in the
Company’s consolidated statements of earnings and filed with
the Company’s Annual Report on Form 10-K for such fiscal year
(the “Threshold Earnings Performance”). Subject to
Article 8 of this Plan in the case of a Change in Control, no
incentive awards shall be payable under the Plan for any Plan Year
unless the Threshold Earnings Performance has been achieved. In any
year in which the Threshold Earnings Performance is achieved, the
incentive awa
