Exhibit 10.46
WCI COMMUNITIES,
INC.
2008
MANAGEMENT INCENTIVE COMPENSATION
PLAN
(MICP)
The WCI Communities, Inc.
(“WCI” or “Company”) Management Incentive
Compensation Plan (the “MICP” or “Plan”)
was established to reward the performance of those key employees
whose efforts significantly impact WCI’s achievement of its
annual financial goals and certain key operating or non-financial
goals. The Plan will place emphasis on differentiating performance
while maintaining a consistent reward theory and a common focus on
achieving our financial and non-financial objectives. This Plan is
designed to provide significant financial rewards (“Bonus
Awards”) to participants when such objectives are met or
exceeded. However, through a “pay-for-performance”
structure, the Plan will generate reduced or no incentive payment
when objectives or financial goals are not met.
The plan will operate on a calendar
year basis (“Plan Year”).
A Plan participant
(“Participant”) must be an officer or other key
employee of WCI selected or approved annually by the Board of
Directors or by the Executive Compensation Committee of the Board
(the “Committee”). Unless otherwise determined by the
Committee, Participants may not participate in any other formal
incentive plan.
Termination of employment (whether
voluntary or otherwise) prior to a payment date will result in the
loss of the entire Bonus Award.
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III.
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PARTICIPANT CLASSIFICATION
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Based on a Participant’s
position within WCI, each Participant will be classified as a
member of one of the following groups:
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(i)
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Corporate
Administrative Personnel (“CAP”)
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(ii)
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Business Unit
Employee (“BUE”)
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A Participant’s (or
Position’s) target MICP bonus amount (“Target
Bonus”) will be established on an annual basis. The Committee
shall, on an annual basis, based upon recommendations from the
Chief Executive Officer, review and approve the total number of
Participants in the MICP, each individual’s Target Bonus and
the total aggregate Target Bonuses under the MICP for that
year.
WCI Communities, Inc.
Management Incentive Compensation
Plan
Page 2
If a Participant receives a
promotion during the Plan Year his or her Bonus Award will be based
on a prorated monthly amount. A Participant who is hired into a
MICP-eligible position after February 1 of a Plan Year will
have his or her Bonus Award prorated based on the months that he or
she was employed in the eligible position during the Plan
Year.
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V.
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OBJECTIVES/ACHIEVEMENT
MEASUREMENT
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The amount of each
Participant’s Bonus Award shall be determined based on a
combination of (i) the Participant’s Target Bonus,
(ii) the group within which the Participant is classified and,
(iii) achievement of one or more of the following objectives:
Corporate Financial Objectives, Division/Project Objectives, and
Personal Objectives. Corporate Financial Objectives are approved
annually by the Committee. Division/Project Objectives and Personal
Objectives are reviewed and approved annually by the Chief
Executive Officer.
A Participant may be eligible to
receive a Bonus Award based on the extent to which objectives set
for that Participant have been achieved. Objectives in respect of
each Plan Year shall be established annually and shall be
communicated to Participants prior to the end of the first calendar
quarter of such Plan Year (or at some other time as determined by
the Committee). Corporate Financial Objectives may be based upon
pre-tax income, cash flow, net income, gross margin, return on
capital and/or any other objectives deemed appropriate by the
Committee, in its discretion.
The Committee has delegated to the
Chief Executive Officer the authority to define the Bonus formulas
and to determine Bonus Awards under the MICP, subject to the
limitation that the total of all awards not exceed the amount of
total bonus awards (under both MICP and SMICP) approved at plan
performance for that year (the “Aggregate Bonus
Limit”). In that regard, the Chief Executive Officer shall
submit in advance to the Committee his specific Bonus
recommendation with respect to all participants for confirmation
and ratification by the Committee that such awards comply with the
foregoing Aggregate Bonus Limit.
MICP Bonus Awards (if any) in
respect of a Plan Year shall be paid by March 15th of the
following Plan Year.
The matrix of a Participant’s
classification and the weighting of objectives upon which his or
her Bonus Award shall be determined as follows:
For the Plan Year 2008, the MICP
bonus allocations are as follows:
