Layne
Christensen Company
Executive Incentive
Compensation Plan
(As Amended and Restated,
Effective November 3, 2008)
SECTION I.
Purpose of the Plan.
Layne
Christensen Company (hereinafter referred to as the
“Company”) desires to effect a program of making awards
as soon as practicable after the end of each fiscal year to certain
executive employees of the Company who, in the judgment of the
Compensation Committee of the Board of Directors of the Company
(the “Board”) have made significant contributions to
the Company during the most recent fiscal year. The purpose of this
program is to provide additional incentive for the executive
employees to promote the best interests and most profitable
operation of the Company.
This
program shall be known as the “Layne Christensen Company
Executive Incentive Compensation Plan” (hereinafter referred
to as the “Plan”). This Plan is the successor plan to,
and amends and supersedes, the earlier versions of this plan which
were amended and restated effective February 1, 1994,
May 1, 1997, January 1, 2005 and February 1, 2007.
The existence of the Plan shall not be in lieu of or otherwise
affect or be affected by any other compensation plan or arrangement
of the Company.
SECTION II.
Administration.
The
Plan shall be administered by the Board. The Board shall have full
power, in its sole discretion, to interpret, construe and
administer the Plan and adopt rules and regulations relating to the
Plan. Decisions made by the Board in good faith and in the exercise
of its powers and duties hereunder shall be binding upon all
parties concerned. No member of the Board shall be liable to anyone
for any action taken or decision made in good faith pursuant to the
power or discretion vested in such person under the
Plan.
SECTION III.
Participation.
The
following employees, and such other key executive employees of the
Company as shall be determined by the Board from time-to-time,
shall be eligible to participate in the Plan (and shall hereinafter
be referred to as “Participants”); provided, however,
Mr. Jeffrey J. Reynolds shall be eligible for such
participation effective February 1, 2009:
|
|
|
|
|
Group I
|
|
Group II
|
|
|
|
|
|
|
|
Gregory F. Aluce
|
|
|
|
Steven F. Crooke
|
|
|
|
Eric R. Despain
|
|
|
|
Jerry W. Fanska
|
|
|
|
Jeffrey J. Reynolds
|
|
|
|
Phil Winner
|
SECTION IV.
Selection of Targets.
As
soon as practicable after the commencement of each fiscal year, the
Board shall establish one or more performance targets, which
collectively shall constitute the “Target” hereunder,
upon which the incentive compensation of each Participant shall be
calculated for such fiscal year. If more than one performance
target is selected for the Target, the Board shall assign relative
calculation weights to each performance target in determining the
Target. Incentive compensation awards hereunder for each
Participant are to be based on that Participant’s performance
during that fiscal year as compared to the Target. The Target may
vary among Participants at the sole discretion of the
Board.
SECTION V.
Determination of Amount of Award.
Subject
to the last sentence of this Section V, the amount of the
incentive compensation award for a fiscal year shall be equal to a
percentage (the “Base Salary Percentage”) of a
Participant’s annual regular salary (as determined by the
Board) as of the beginning of the fiscal year for which the Target
is established (the “Base Salary”). The Base Salary
Percentage shall he determined as follows:
If
100% of the Target is achieved, then the Base Salary Percentage
shall be 80%. If more than 100% of the Target is achieved, then for
each 1% increase above the Target, the Base Salary Percentage shall
be increased by 5%; provided, however, that in no event shall the
Base Salary Percentage be increased by more than 100%. If less than
100% of the Target is achieved, then for each 1% decrease below the
Target, the Base Salary Percentage shall be decreased by 2.5%;
provided, however, that if 80% or less of Target is achieved then
the Base Salary Percentage shall be 0%.
If
100% of the Target is achieved, then the Base Salary Percentage
shall be 60%. If more than 100% of the Target is achieved, then for
each 1% increase above Target, the Base Salary Percentage shall be
increased by 5%; provided, however, that in no event shall the Base
Salary Percentage be increased by more than 100%. If less than 100%
of the Target is achieved, then for each 1% decrease bel
|
