Exhibit 10.1
A MERICAN S EAFOODS G ROUP LLC
PERFORMANCE UNIT
PLAN
SECTION 1.
PURPOSES
The purposes of the American
Seafoods Group LLC Performance Unit Plan are:
(a) to enhance long-term equity
holder value creation;
(b) to provide an increased
incentive for eligible individuals to assert their best efforts by
conferring benefits based on improved Company financial
performance; and
(c) to encourage such persons to
remain in the service of the Company.
SECTION 2.
DEFINITIONS
2.1 “ Award ” means an
issuance of performance units whose value will be tied to specific
financial performance measures determined by the Board.
2.2 “ Beneficiary ” means
one or more persons, trusts, estates or other entities designated
by the Participant that are entitled to receive benefits under the
Plan upon the death of a Participant. The beneficiary designation
last filed with the Company shall control. If no Beneficiary is
designated, such payment shall be paid to the surviving spouse of
the Participant, if living, and otherwise to the descendants of the
Participant in equal units by right of representation; if no
descendants survive to receive payments, the balance due shall be
paid to the estate of the Participant.
2.3 “ Board ” means the
Board of Directors of ASC Management, Inc., or other governing body
of American Seafoods, L.P. or any successor entity.
2.4 “ Change in Control ”
means:
(a) the acquisition of direct or
indirect equity interests in the Company by any Person or Persons
who do not hold direct or indirect equity interests in the Company
as of the Effective Date that, together with equity interests
already owned by such Person or Persons, constitutes 50% or more of
the voting power or direct or indirect equity interests of the
Company;
(b) the acquisition of one-half or
more of the Company’s total assets within a twelve-month
period by a Person or Persons;
(c) the replacement of a majority of
the members of Board during a twelve-month period by Persons not
endorsed by a majority of the previous Board.
2.5 “ CEO ” means Chief
Executive Officer.
2.6 “ Company ” means
American Seafoods Group LLC, a Delaware limited liability company,
and its subsidiaries, either singly or together, as
appropriate.
2.7 “ Disability ,
” unless otherwise defined by the CEO, means a period of
disability during which an Eligible Employee qualifies for benefits
under the Company’s current long-term disability
plan.
2.8 “ Effective Date ”
means the date on which the Plan is adopted by the
Board.
2.9 “ Eligible Employee ”
means an executive or other employee of the Company as recommended
by the CEO and approved by the Board.
2.10 “ Participant ” means
an Eligible Employee who holds Awards.
2.11 “ Plan ” means the
American Seafoods Group Performance Unit Plan, as it may be amended
from time to time by the Board.
2.12 “ Person ” means any
individual, general partnership, limited partnership, corporation,
limited liability company, Alaskan native entity or community
development group, joint venture, trust, business trust,
cooperative or association.
2.13 “ Retirement ,” unless
otherwise defined by the Company, for purposes of the Plan, means
that the Participant leaves active employment with the Company
after having either (i) attained age 65 or (ii) attained
at least age 55 plus that number of full years of employment with
the Company such that the Participant’s age and years of
employment total at least 65.
2.14 “ Unit ” means a
performance unit awarded under the Plan.
SECTION 3.
ADMINISTRATION
3.1 Plan
Administrator
The Plan shall be administered by
the Board. The Board shall have the authority to amend, suspend or
terminate the Plan.
3.2 Administration and
Interpretation
(a) Subject to the terms and
conditions explicitly set forth in the Plan, the Board shall have
exclusive authority, in its discretion, to determine all matters
under the Plan, including determining the size of Awards, whether
and to what extent Participants are
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entitled to Plan benefits, and all terms,
conditions, restrictions and limitations, if any, of any Awards.
The Board shall also have exclusive authority to interpret the Plan
and the terms of any instrument thereunder and may from time to
time adopt and change rules and regulations of general application
for the Plan’s administration. The Board’s
interpretation of the Plan and its rules and regulations, and all
actions taken and determinations made by the Board pursuant to the
Plan, shall be conclusive and binding on all parties involved or
affected. The Board may delegate ministerial duties and the
authority to determine of the size and recipients of the Awards to
the Compensation Committee of the Board or the Company’s
officers as it so determines.
(b) No member of the Board shall be
liable for any action or determination made in good faith with
respect to the Plan or any Award issued hereunder. In addition to
such other rights of indemnification as members of the Board may
have as directors, each member of the Board shall be indemnified by
the Company to the extent permitted by law against the reasonable
expenses, including attorneys’ fees, actually and necessarily
incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which such
member may be a party by reason of any action taken or failure to
act under or in connection with the Plan, and against all amounts
paid by such member in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Company)
or paid by such member in satisfaction of a judgment in any such
action, suit or proceeding; provided, however, that within sixty
(60) days aft
