Exhibit 10.47
WCI COMMUNITIES,
INC.
2009
MANAGEMENT INCENTIVE COMPENSATION
PLAN
WCI has established the 2009
Management Incentive Compensation Plan (the “MICP”),
which is designed to motivate certain of its key employees to meet
or exceed the Company’s financial and operational goals,
thereby aligning the interests of such employees with those of the
Company’s stakeholders. As explained below, the payment of
bonuses under the MICP is based on clearly defined performance
metrics and will incentivize WCI’s key employees to continue
their extraordinary services and efforts during the Company’
reorganization under Chapter 11 and to maximize the value of the
Company’s assets.
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II.
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MICP
INCENTIVE STRUCTURE
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Payment of incentive bonuses under
the MICP is conditioned upon the achievement of threshold (90%),
target (100%) or maximum (110%) levels of certain 2009
consolidated financial objectives (the “Financial
Objectives”). These Financial Objectives, which are premised
upon the Company’s financial forecasts prepared in connection
with obtaining postpetition financing (the “2009 DIP
Budget”), include, at target levels, attaining (i) Cash
Flow from Operations before land purchases of $31,887,000
(annualized) and (ii) Gross Margins on Home and Tower Sales of
$17,492,000 (annualized).
Land and bulk inventory sales shall
be excluded from the calculation of the “Cash Flow from
Operations” Financial Objective unless such sales (whether on
an individual or multiple-unit basis) were specifically included in
the Debtors’ financial forecasts prepared in connection with
obtaining postpetition financing. Additionally, asset impairment
charges that are recorded in 2009 shall be excluded from the
calculation of the “Gross Margins on Home and Tower
Sales” Financial Objective.
Payouts under the MICP are
determined as follows:
(i) The two Financial Objectives
will be weighted equally in calculating MICP bonuses. However, no
MICP bonus will be paid if the Company does not achieve at least
threshold level performance of both Financial
Objectives;
(ii) Threshold
(90%) performance of each Financial Objective results in a 75%
payment of an individual’s MICP target bonus;
(iii) Target (100%) performance
of each Financial Objective results in a 100% payment of an
individual’s MICP target bonus;
(iv) Maximum (110%) performance
of each Financial Objective results in a 125% payment of an
individual’s MICP Target bonus; and
(v) MICP bonus payouts are
interpolated between levels of financial performance. For example,
95% performance of each Financial Objective results in an 87.5%
payment of an individual’s MICP target bonus.
Subject to confirmation of financial
performance by the Compensation Committee of WCI’s Board of
Directors (the “Compensation Committee”), bonuses under
the MICP (a) vest on the date (the “MICP Vesting
Date
