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Exhibit 10(m)(ii)
SCHERING-PLOUGH CORPORATION
OPERATIONS MANAGEMENT TEAM INCENTIVE PLAN
(As Amended and Restated Effective June 26, 2006)
1. Plan Objective
The Schering-Plough Corporation Operations Management Team
Incentive Plan, as amended from time to time (alternatively
referred to as the "OMTIP" or the "Plan"), is designed to encourage
results-oriented actions on the part of members of the Operations
Management Team ("OMT") of Schering-Plough Corporation (the
"Company"). The Plan is intended to align closely financial rewards
with the achievement of specific performance objectives.
2. Eligibility
All management employees of the Company and its subsidiaries who
are members of the OMT are eligible to participate in the Plan. The
Administrator (as defined in Section 3 below) may select any
other management employees who shall participate in the Plan (the
"Participants").
3. Administration
(a) The Plan shall
be administered by the Compensation Committee of the Board of
Directors (the "Committee") with respect to employees who are
executives of the Company who are subject to the reporting
requirements of Section 16 of the Securities Exchange Act of
1934 ("Section 16 Executives"), and the Plan shall be
administered by the Chief Executive Officer of the Company ("CEO")
with respect to all other employees. The CEO may delegate his
authority to administer the Plan to an individual or other
committee. The term "Administrator" shall mean the Committee, as
applied to Section 16 Executives, and the CEO or an individual
or committee to which authority has been delegated, as applied to
all other employees.
(b) The
Administrator shall have full power and authority to establish the
rules and regulations relating to the Plan, to interpret the Plan
and those rules and regulations, to select Participants for the
Plan, to determine each Participant’s target award,
performance goals and final award, to make all factual and other
determinations in connection with the Plan, and to take all other
actions necessary or appropriate for the proper administration of
the Plan, including the delegation of such authority or power,
where appropriate. Only the Committee shall take the foregoing
actions with respect to Section 16 Executives.
(c) All powers of
the Administrator shall be executed in its sole discretion, in the
best interest of the Company, not as a fiduciary, and in keeping
with the objectives of the Plan and need not be uniform as to
similarly situated individuals. The Administrator’s
administration of the Plan, including all such rules and
regulations, interpretations, selections, determinations,
approvals, decisions, delegations, amendments, terminations and
other actions, shall be final and binding on the Company and all
employees of the Company, including the Participants and their
respective beneficiaries.
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4. Target Awards and Performance Goals
(a) At the beginning
of each plan year designated by the Administrator (a "Plan Year"),
the Administrator shall establish for each Participant a target
incentive award, which shall be expressed as a dollar amount, a
percentage of salary or otherwise. The Administrator shall
establish for each Section 16 Executive a maximum award that
may be paid for the Plan Year. The maximum award amount for
Section 16 Executives will remain fixed for the entire Plan
Year and may not be increased based on an increase in salary during
the Plan Year or otherwise. The target awards will be based on a
number of factors, including but not limited to:
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Market competitiveness of the position
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Job level
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Base salary level
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Past individual performance
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Expected contribution to future Company
performance and business impact
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(b)
At the beginning of each Plan Year, the Administrator shall
establish for each Participant performance goals that must be met
in order for an award to be payable for the Plan Year. The
Administrator shall establish in writing (i) the performance
goals that must be met, (ii) the threshold, target and maximum
amounts that may be paid if the performance goals are met, and
(iii) any other conditions that the Administrator deems
appropriate and consistent with the Plan and, in the case of
Section 16 Executives, the exception for "qualified
performance-based compensation" (the "Section 162(m)
Exception") under Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"). The Administrator shall establish
objective performance goals for each Participant related to the
Participant’s business unit or the performance of the Company
and its parents, subsidiaries and affiliates as a whole, or any
combination of the foregoing. The Administrator may also establish
subjective performance goals for Participants; provided that, for
Section 16 Executives, the subjective performance goals may
only be used to reduce, and not increase, the award otherwise
payable under the Plan. The Company shall notify each Participant
of his or her target award and the performance goals for the Plan
Year.
(c) The objectively
determinable performance goals shall be based on one or more of the
following criteria related to the Participant’s business unit
or the performance of the Company and its parents, subsidiaries and
affiliates as a whole, or any combination of the foregoing: stock
price, earnings per share, net earnings, operating or other
earnings, profits, revenues, net cash flow, financial return
ratios, return on assets, stockholder return, return on equity,
growth in assets, unit volume, sales, market share, drug discovery
or other scientific goals, pre-clinical or clinical goals,
regulatory approvals, or strategic business criteria consisting of
one or more objectives based on meeting specified revenue goals,
market penetration goals, geographic business expansion goals, cost
targets, goals relating to acquisitions or divestitures, or
strategic partnerships.
(d) For
Section 16 Executives, the Administrator must establish the
target awards and performance goals no later than the earlier
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