EXHIBIT 10.1
HAYES LEMMERZ INTERNATIONAL, INC.
PERFORMANCE CASH PLAN
Section 1. Purpose of Plan.
The
name of this plan is the Hayes Lemmerz International, Inc.
Performance Cash Plan (the “Plan”). The purpose of the
Plan is to provide financial incentive for certain key employees of
the Company and its Subsidiaries to achieve strategic performance
objectives. The Plan is also a vehicle to attract and retain key
personnel.
Section 2. Definitions.
For
purposes of the Plan, the following terms shall be defined as set
forth below:
(a)
“ Affiliate” shall have the meaning set forth in
Rule 12b-2 promulgated under Section 12 of the Exchange
Act.
(b)
“ Award ” means an award pursuant to the
provisions of the Plan.
(c)
“ Award Agreement ” means, with respect to each
Award, the written agreement between the Company and a Participant
setting forth the terms and conditions of an Award.
(d)
“ Base Salary ” means an Eligible
Recipient’s actual annual base salary rate in effect on the
date of the Award Agreement. Base Salary shall be determined
without regard to deductions and withholdings. Base Salary does not
include bonus, incentive pay, Presidential Awards, moving expenses,
car allowances, foreign service allowances, any overtime paid to
exempt employees, holiday bonus, vacation bonus, or other
compensation amounts.
(e)
“ Board ” means the board of directors of the
Company.
(f)
“ Change of Control ” means the first to occur
of any one of the events set forth in the following
paragraphs:
(1) if any “person” or
“group” (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act or any successor provisions to either of
the foregoing), including any group acting for the purpose of
acquiring, holding, voting or disposing of securities within the
meaning of Rule 13d-5(b)(1) under the Exchange Act becomes the
“beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act, except that a person will be deemed to have
“beneficial ownership” of all shares that any such
person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or
indirectly, of 50% or more of the total voting power of the voting
stock of the Company, HLI Parent or HLI (for purposes of this
clause (1), such person or group shall be deemed to beneficially
own any Voting Stock of a corporation held by any other corporation
(the “parent corporation”) so long as such person or
group beneficially owns, directly or indirectly, in the aggregate
at least a majority of the total voting power of the Voting Stock
of such parent corporation); or
(2) the sale, transfer, assignment,
lease, conveyance or other disposition, directly or indirectly, of
all or substantially all the Property of the Company, HLI Parent,
HLI and their subsidiaries, considered as a whole (other than a
disposition of such Property as an entirety or virtually as an
entirety to a Wholly Owned Subsidiary), shall have occurred, or the
Company, HLI Parent or HLI merges, consolidates or amalgamates with
or into any other Person or any other Person merges, consolidates
or amalgamates with or into the Company, HLI Parent or HLI in any
such event pursuant to a transaction in which the outstanding
Voting Stock of the Company, HLI Parent or HLI is reclassified into
or exchanged for cash, securities or other Property, other than any
such transaction where:
(a) the outstanding Voting Stock of
the Company, HLI Parent or HLI is reclassified into or exchanged
for other Voting Stock of the Company, HLI Parent or HLI or for
Voting Stock of the surviving Person, and
(b) the holders of the Voting Stock
of the Company, HLI Parent or HLI immediately prior to such
transaction own, directly or indirectly, not less than a majority
of the Voting Stock of the Company, HLI Parent or HLI or the
surviving Person immediately after such transaction and in
substantially the same proportion as before the transaction;
or
(3) during any period of twelve
consecutive months, individuals who at the beginning of such period
constituted the Board (together with any new directors whose
election or appointment by such Board or whose nomination for
election by the shareholders of the Company was approved by a vote
of not less than a majority of the directors then still in office
who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved)
cease for any reason to constitute at least a majority of the Board
then in office; or
(4) the shareholders of the Company
shall have approved any plan of liquidation or dissolution of the
Company.
(g)
“ Code ” means the Internal Revenue Code of
1986, as amended from time to time, or any successor thereto.
(h)
“ Committee ” means the Compensation Committee
of the Board, or such other committee established or designated by
the Board or the Compensation Committee to administer the
Plan.
(i)
“ Company ” means Hayes Lemmerz International,
Inc., a Delaware corporation.
(j)
“ Disability ” means any physical or mental
condition that would qualify the Participant for disability
benefits under any long-term disability plan maintained by the
Company or such other condition as may be determined in the sole
discretion of the Committee to constitute a Disability.
(k)
“ Exchange Act ” shall mean the Securities
Exchange Act of 1934, as amended from time to time
(l)
“ Eligible Recipient ” means an officer,
director, or key employee of the Company or of any
Subsidiary.
(m)
“ Employment Agreement ” means an employment
agreement between a Participant and the Company or a
Subsidiary.
(n)
“ HLI ” shall mean HLI Operating Company,
Inc.
(o)
“ HLI Parent ” shall mean HLI Parent Company,
Inc.
(p)
“ Participant ” means any Eligible Recipient
selected by the Committee pursuant to Section 5 to be eligible
to receive an Award.
(q)
“ Performance Goals ” means a goal or goals
established by the Committee in its sole discretion for a
Performance Period against which a Participant’s actual
performance will be measured.
(r)
“ Performance Period ” means any period as
determined by the Committee with respect to which an Award may be
granted.
(s)
“ Person ” shall have the meaning given in
Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that such term shall not
include (i) the Company or any of its Subsidiaries, (ii) a
trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering
of such securities and (iv) a corporation owned, directly or
indirectly, by the stockhold
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