Exhibit 10.22
SPECIALIZED TECHNOLOGY RESOURCES,
INC.
MANAGEMENT INCENTIVE PLAN
1.
Purpose . This Plan includes a continuation of
the management compensation program of the Company, which has been
in place but informally documented for many years, and is designed
to give to key managers of the Company additional incentive to
promote the Company’s further development and
success.
2.
Definitions . The following terms shall have the
meanings given below unless the context otherwise
requires:
(a)
“Individual Incentive Plan” means, with respect to each
Manager, an annual statement of goals or objectives for such
Manager based primarily on the EBITDA or revenues of the Company
and its Subsidiaries as a whole, or of such profit center or SBU of
the Company as the Committee may determine, with respect to the
performance or achievement of which the Manager’s bonus
entitlement under the Plan shall be determined. The Individual
Incentive Plan with respect to any Manager may also include such
other qualitative or quantitative objectives or conditions as the
Committee may determine in its sole discretion, in which event the
Individual Incentive Plan shall include, as appropriate, a
statement as to how such objectives shall be weighted in
determining the Manager’s performance.
(b)
“Chief Executive Officer” means the President and Chief
Executive Officer of the Company.
(c)
“Company” means Specialized Technology
Resources, Inc. Unless the context otherwise requires,
references to the Company shall be deemed to include its
Subsidiaries.
(d)
“Committee” means the Compensation Committee of the
Board of Directors of the Company.
(e)
“EBITDA” means earnings before interest, taxes,
depreciation and amortization.
(f)
“Manager” means an eligible employee of the Company who
has been granted a bonus under the Plan.
(g)
“Plan” means the Specialized Technology
Resources, Inc. Management Incentive Plan.
(h)
“Plan Year” means a fiscal year of the
Company.
(i)
“Salary” means, with respect to any Manager, such
Manager’s annual base salary rate at the beginning of any
Plan Year.
(j)
“SBU” means a strategic business unit of the
Company.
(k)
“Subsidiary” means any entity in which the Company owns
directly or indirectly a majority of the outstanding voting stock
or other equity securities.
(1)
“Target Bonus” means that bonus, expressed as a Bonus
Percentage of Salary, to which a Manager shall be entitled for a
Plan Year during which the Manager is continuously employed by the
Company on a full-time basis and achieves 100% of his or her annual
financial and qualitative objectives.
(m)
“Target Bonus Multiplier” means a number ranging from
0.500 to 2.000 by which a Manager’s Target Bonus is
multiplied to obtain the amount of the Manager’s
bonus.
(n)
“Bonus Percentage” means a percentage of a
Manager’s Salary ranging from a minimum of 5% to a maximum of
50% which the Manager may earn as a bonus under the Plan if the
Manager achieves l 00% of his or her Individual Incentive
Plan.
3.
Eligibility . Bonus rights may be granted under the Plan by
the Committee to those full-time, salaried employees recommended by
the Chief Executive Officer who, in the sole opinion of the
Committee are, from time to time, responsible for the management
and/or growth of all or part of the business of the Company, and
who have signed the Company’s standard form of Non-Compete
Agreement, as amended from time to time. Without limiting the
foregoing discretion of the Committee, persons eligible to receive
bonus awards under the Plan shall include, but not be limited to,
the Company’s Chief Executive Officer, Chief Financial
Officer, managers of SBU’s, regional SBU managers
