Senior Executive Management Incentive Plan with attachments for The Geon Co.

20-234 20-234 . . . Senior Executive Management Incentive Plan which is similar to corporation's existing annual bonus program except for changes necessary to cause incentive compensation to qualify as performance-based compensation under Section 162(m) of Internal Revenue Code. Under Plan, (a) key executives who have potential to influence significantly and positively the performance of corporation are selected by Committee, (b) participants are assigned to an incentive category based on organizational level and potential impact on corporation results, (c) participant categories define level of incentive opportunity, stated as a percentage (up to maximum of 200%) of base salary, that will be available to participant (Incentive Percentage), and (d) Committee uses measures of corporation performance to determine performance goal target levels. Performance measures include one or more of following: (i) return to stockholders, (ii) cash flow, (iii) return on equity, (iv) corporation created income, (v) sales growth, (vi) earnings and earnings growth, (vii) return on assets, (viii) stock price, (ix) earnings per share, (x) market share, (xi) customer satisfaction, and (xii) safety and/or environmental performance. Selected performance measures are weighted by Committee each year to reflect their relative importance to corporation in that Plan Year. A portion of each participant's award, as determined by Committee, is paid in form of restricted stock. Participants can elect additional optional deferrals so that they may receive up to 100% of their award as restricted stock. Any award paid as restricted stock is enhanced with a 25% premium; i.e., for every $100 deferred, participant will receive $125 in restricted stock (more...)