EXHIBIT 10.1


 


 INDUSTRIES INC.


 


2008
MANAGEMENT INCENTIVE PLAN


 


FOR


 


SUBSIDIARY
COMPANIES AND LINES OF


 


BUSINESS


 


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AEP INDUSTRIES INC.


2008 MANAGEMENT INCENTIVE PLAN


 


PLAN
OVERVIEW


 


Each
participant will have a target incentive opportunity, stated as a percentage of
salary. Awards at, above, or below target can be earned based on financial
performance, using the following approach:


 


·                Realization
of "MIP Earnings" from operations will determine the participant’s
award. This award can range down to zero and up to 200% of the individual’s
target award. "MIP Earnings" will be defined as either:


 


(a)                                  Budgeted earnings before interest and taxes,
depreciation and amortization, and LIFO reserve (Adjusted EBITDA).


 


-
OR -


 


(b)                               An amount of Adjusted EBITDA agreed and appropriately documented
between the participant and either the CEO or the CFO of the company to be
earned by the business unit.


 


DETERMINING
PRELIMINARY INCENTIVE AWARDS BASED ON EBITDA


 


The
basis for determining awards will be "MIP Earnings" as described
above. This measure of earnings reflects business unit performance and excludes
financing and tax considerations.


 


The
following procedures will be followed in measuring "MIP Earnings":


 


·                Negative
"MIP Earnings" budgets will be treated on an absolute basis (i.e., if
the budget is to lose $100, then losing $90 would be treated as a 10%
improvement).


 


·                Special
situations, such as a provision for the sale or closing of a piece of land, a
plant or business, may be proposed for exclusion.


 


·                "MIP
Earnings" will be calculated in the Business units primary currency. In
cases where "currency exchange rates" have an impact on Business unit
profits, the exchange rate used to calculate the budget will be used in order
to eliminate and effect of currency exchange variations.


 


·                Accounting
policy changes dictated by U.S. Securities and Exchange Commission (SEC), the
U.S. Financial Accounting Standards Board (FASB) or the Chief Financial Officer
of AEP Industries Inc.


 


·                Inter-unit
management fees shall be included in "MIP Earnings".


 


·                Inter-unit
royalty fees shall be excluded from "MIP Earnings". 


 


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The relationship between incentive awards
relative to actual target and "MIP Earnings" as shown in the
following exhibit will be used:


 


PAY
PERFORMANCE RELATIONSHIP


2008 ANNUAL
INCENTIVE PLAN


 


Percent of


Target Award


Earned


 





 


Percent of "MIP Earnings"
Achieved


 


The
target award is paid for meeting budgeted "MIP Earnings".


 


·                                          No award is paid for achieving less than 80%
of budgeted "MIP Earnings".


 


·                                          50% of the target award is paid for achieving
80% of budgeted "MIP Earnings".


 


·                                          Maximum award of 200% of target is paid for
achieving 120% of budgeted "MIP Earnings".


 


·                                          Increased or decreased award percentages are
used for "MIP Earnings" results between 80% and 100%, and between
100% and 120%, based on the above graph.


 


As
an example of how the MIP award determination would work, assume that a
participant has a salary of $70,000, and an annual bonus target of 20%. His
business unit has an "MIP Earnings" budget above $2.5 million, and
the actual "MIP Earnings" is 110% of budget:


 


	
  Salary

  	
   

  	
  $

  	
  70,000

  	
   

  
	
  Annual Incentive
  Target

  	
   

  	
  20%, or $14,000

  	
   

  
	
  MIP Earnings as
  a% of Budget

  	
   

  	
  110

  	
  %

  
	
  % Award Earned

  	
   

  	
  150

  	
  %

  
	
  Award

  	
   

  	
  $

  	
  21,000

  	
   

  



 


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ADJUSTING
PRELIMINARY AWARDS BASED ON CRITICAL MEASUREMENT


 


In
the past, you may have experienced an MIP program that had a separate incentive
component resulting from subjective or critical measurements such as:


 


	
   

  	
  •

  	
  Market Share

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Number or type of customers

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Quality

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Customer satisfaction

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  New product introductions

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Sale of assets at an attractive price

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Health and safety improvements

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  New sales/promotion tracking system

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  New financial control system

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Improved distribution system

  	
   

  	
   

  	
   

  	
   

  



 


 


In
2008 AEP is taking the view that everyone in the company should be motivated to
perform in the best interests of the company. It is assumed that people in an
MIP are the most committed of all, therefore a separate, and subjective
encouragement to perform one’s job well is an insult to those who are, in fact,
our best performers. Management does, however, reserve the right to reduce
an award to any individual within a business unit whose activities during the
period has been counterproductive to the efforts of the business unit or who
has not, for other reasons, added to the profit making goals of this plan.


 


If
you have any questions concerning this incentive program, contact your manager
or your Human Resources Manager.


 


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AEP INDUSTRIES INC. 2008 MANAGEMENT INCENTIVE PLAN ADMINISTRATIVE
GUIDELINES


 


1.
Base Salary for Bonus Calculations. October 31, 2008 Annual Base Salary
will be used to calculate the incentive.


 


2.
Eligibility. To be eligible to receive an incentive award under the
program, you must be an active associate as of the end of the measurement
period (i.e., October 31, 2008). The only exceptions to this rule are detailed
below under item number 5.


 


3.
Pro-Rata Eligibility. Where incentives are to be paid for partial
periods, the incentive will be calculated on a pro-rata basis. Eligibility for
pro-rata payments is detailed in items number 4, 5, and 6 below. Pro-rata
calculations will be done on completed quarters only.


 


4.
New Hires, Transfers or Promotions During the Incentive Period.


 


For
New Hires or participants added to the Plan in the first through third
quarters, the bonus will be calculated on a pro-rated basis from the date of
hire, but only in completed quarters. Fourth quarter New Hires will not be
eligible for an award.


 


For
Promotions and Transfers, the bonus will be pro-rated from the date of
promotion or transfer in whole quarters. This pro-ration will apply to both
changes in target incentive percentage and to changes in goals.


 


For
all pro-rations under this item, effective dates as of the first through the
fifteenth of the first month in the quarter will count the full quarter. Effective
dates after the sixteenth day of the first month will not include that quarter
in the pro-ration calculation.


 


5.
Termination During the Incentive Period.


 


If
it is a Voluntary Termination, no bonus will be earned.


 


If
it is an Involuntary Termination due to unsatisfactory performance or cause, no
bonus will be earned. Note: Achieving business results at the expense of
violations of laws, regulations or business ethics or allowing any individuals to
behave in this manner will be considered cause for termination.


 


If
it is an Involuntary Termination due to job elimination or reorganization, the
bonus will be paid on a pro-rated basis as of the termination date. Terminations
prior to the fifteenth of the last month in the quarter will disqualify the
termination quarter in the pro-rata calculation. Terminations effective on the
sixteenth through the last day of the last month of the quarter will include
the termination quarter in the pro-rata calculation. Payments will be made at
the same time as they are made to participants who continue to work for the
Company through the end of the year.


 


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6.
Death or Disability During the Incentive Period.


 


The
incentive earned as of the date of death will be paid, on a pro-rated basis, to
the estate of the participant at the same time payments are made to associates
who continue to work for the Company through the end of the year.


 


Disabilities
of 30 days or less will not have an impact on the participant’s ability to
continue to be eligible for an incentive.


 


If
a disability lasts more than 30 days, then the incentive will be earned only in
quarters in which the participant works more than 60 days.


 


7.
Adding Participants to the Plan. New participants will be added to this
program during the year as recommended by the appropriate Vice President/Group
Manager and with the approval of the CEO and/or CFO of AEP Industries Inc. The
criteria for participation will be based on both similar job classification as
the list of current participants in this program and a responsibility level
commensurate with the participant’s ability to influence goal outcomes. Approval
will be required for both the addition of a participant to the program and the
proposed participant’s target incentive level.


 


8.
Timing of Payments. Financial results will need to be finalized as
appropriate by the AEP Industries Inc. Vice President, Controller and the
independent auditors before bonuses can be calculated and paid. Bonus awards
will be paid in local currency as soon as possible after the end of fiscal
2008, but no later than March 15, 2009.


 


9.
Financial Adjustments. Actual financial results as reported on a GAAP
basis will be utilized for incentive award calculation with the following
exceptions:


 


·                  Special situations, such as a provision for
the sale of assets, the closing of a plant or business or other extraordinary
transactions which are not a part of normal operations, may be proposed for
inclusion/exclusion if the proposal is
presented when the charge is taken or when the budgets are presented.
Inclusions/Exclusions will need to be approved in writing by the CEO and/or CFO
of AEP Industries Inc.


 


·                  Accounting policy changes dictated by the
U.S. Securities and Exchange Commission (SEC), the U.S. Financial Accounting
Standards Board (FASB) or AEP Industries Inc. Chief Financial Officer may be
proposed for exclusion if the proposal is
presented when the change is made. Inclusions/Exclusions will need
to be approved by AEP Industries Inc. Chief Financial Officer and/or the Chief
Executive Officer.


 


·                  If earnings were achieved in ways that are
considered undesirable (such as reducing budgeted advertising expenditures
where this would hurt the business), an adjustment may be made at the
discretion of the Chief Financial Officer or the Chief Executive Officer of AEP
Industries Inc.


 


10.
All Plan Payments Subject to Discretion. Notwithstanding the attainment
of financial results, all awards under the Plan are subject to the approval of
the Chief Financial Officer and the Chief Executive Officer of AEP Industries
Inc.


 


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