PERINI CORPORATION AMENDED AND RESTATED (2004) GENERAL INCENTIVE COMPENSATION PL



 Exhibit 10.1 
  
 PERINI CORPORATION 
 AMENDED AND RESTATED (2004) 
 GENERAL INCENTIVE COMPENSATION PLAN 
  

	1.	PURPOSE 

  
 This incentive plan is designed to encourage profitable performance at the corporate level and to reward and recognize those who directly affect and
contribute to the achievement of targeted profit levels. It is anticipated that by tying incremental compensation to operating performance over which the Participants have a substantial degree of influence, the Plan will promote higher levels of
productivity and/or substantial additional profit for the Company’s stockholders. 
  
 In order to accomplish the objective of increased productivity and corporate profitability, the Plan has been designed to meet the following criteria: 
  

	 	•	 	That there be a bonus available to key executives at the corporate Executive and staff levels that is directly related to overall corporate profitability. 


 

	 	•	 	That the total bonus payable to managers with responsibilities at more than one level would depend on the profitability of each level. 

  

	 	•	 	That outstanding achievement will result in outstanding reward, subject to overall Plan limitations, including a possible funding limit based on the Corporation’s actual level
of profits. 

  

	2.	DEFINITIONS 

  
 For Plan purposes, except where the context otherwise indicates, the following terms shall have the meanings which follow: 
  
 “Base Salary” shall mean the annual base salary of a Participant as
reported on 

  

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such Participant’s W-2 Form, inclusive of a “gross up” for 401K and group insurance deductions, but exclusive of overtime compensation,
housing or travel allowances, bonuses, deferred compensation or other special compensation of any kind. 
  
 “Beneficiary” shall mean the person or persons, who may be designated by a Participant from time to time in writing to the Committee, and who
shall receive the Bonus, if the Participant dies. 
  
 “Board” shall mean the Board of Directors of the Company. 
  
 “Bonus” shall mean Stock issued or cash paid to a Participant. 
  
 “Bonus Period” shall mean a period, generally a fiscal year, over which performance will be measured as determined by the Committee. 

 
 “CEO” shall mean the Chief Executive Officer of the Company.

  
 “Committee” shall mean the Compensation Committee,
or such other Committee of the Board, which shall be designated by the Board to administer the Plan. The Committee shall be composed of such number of directors as from time to time are appointed to serve by the Board. Each member of the Committee,
while serving as such, shall also be a member of the Board and shall be a disinterested person within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934. 
  
 “Company” or “Corporation” shall mean Perini Corporation and its consolidated subsidiaries. 

 
 “Corporate Participant” shall mean an individual designated as a
participant hereunder by the CEO with the approval of the Committee. Such individual shall be a participant at the corporate level of the Company. 
  
 “Fair Market Value” shall mean, with respect to any given Payment Date, the 

  

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greater of (i) the closing sale price of the Company’s Common Stock, $1.00 par value, as reported by the American Stock Exchange Composite Tape the day
prior to the Payment Date; and (ii) the unweighted average of the daily closing sale price for the five (5) consecutive business days immediately preceding Payment Date. 
  
 “Payment Date” shall mean the date in any year the Bonus is paid to the Participant with respect to performance
during the prior year, which will generally be on or before April 14 of the year following the Bonus Period in which the Bonus is earned. 
  
 “Performance Goal” shall mean such Bonus Period objective or objectives for such Participants as determined by the Committee. With respect to
Corporate Participants, such objective or objectives shall be a minimum level of net income, pretax income and/or such other performance indicators of the Company’s results during a Bonus Period. 
  
 “Plan” shall mean the Perini Corporation Amended and Restated
(2003) General Incentive Compensation Plan as set forth herein and as amended from time to time. 
  
 “Pretax Income” shall mean earnings of the Corporation before tax and after Bonuses for Corporate and Business Unit performance, unless
otherwise defined. 
  
 “Stock” shall mean the common
stock of the Corporation having a par value of $1.00 per share. 
  

	3.	ADMINISTRATION 

  
 a) The Compensation Committee, or such other Committee of the Board of Directors designated by the Board, shall administer the Plan. The administration of
the Plan shall include the power to: (i) approve Participants participation in the Plan, (ii) establish Performance Goals, (iii) determine if and when any Bonuses shall be paid, (iv) 

  

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pay out any Bonuses, in cash or Stock or a combination thereof, as the Committee shall determine from year to year, (v), determine the amount, which may be
calculated utilizing the allocations established in accordance with Section 6 hereof, and if deemed appropriate, to adjust targets or payments to reflect special achievements for which no bonus would, by strictest adherence to the Plan, be due or to
adjust actual results to be used for bonus performance measures in the event of one-time-only or unusual charges or additions to earnings such as special write-ups or extraordinary gains, (vi) impose, and change from time to time, the maximum
amounts or percentages payable under the Plan, (vii) construe and interpret the Plan, and (viii) establish rules and regulations and to perform all other acts it believes reasonable and proper, including the authority to delegate responsibilities to
others to assist in administering the Plan. Any decision made, or action taken, by the Committee, arising out of, or in connection with, the interpretation and administration of the Plan shall be final and conclusive. 
  
 (b) Until such time as the Committee makes a determination to make payment of
the incentive compensation hereunder with respect to the actual results compared to the Performance Goals for the immediately preceding Bonus Period, no Participant shall have any vested right to receive any amount which might be calculated as
payable pursuant to the Plan. Furthermore, for any Bonus Period and up until the Payment Date, the Committee may cancel any Bonuses awarded under the Plan if a Participant conducts himself or herself in a manner which the Committee determines to be
contrary to the best interests of the Company. 
  

	4.	ELIGIBILITY 

  
 (a) Eligibility to participate under the Plan is limited to individuals who are 

  

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executives, managers and key employees of the Company whose duties and responsibilities provide them the opportunity to (i) make a material and significant
impact to the financial performance of the Company; (ii) have major responsibility in the control of the corporate assets; and (iii) provide critical staff support necessary to enhance operating profitability. 
  
 (b) Eligibility and designated levels of participation will be determined by
the CEO subject to Committee approval. Such eligibility and level of participation may be revised and updated from time to time for unusual circumstance. The fixing of eligibility and level of participation shall not create any vested right in any
Participant to receive a bonus hereunder. 
  
 (c) A Participant
may have responsibilities at more than one level and therefore qualify to receive a bonus, if any, based on the performance of such other level or levels. The Committee, as it deems fair and equitable in its sole discretion, shall apportion such
Participant’s Base Salary between such pools for purposes of determining such Participant’s Bonus allocation. 
  
 (d) Eligible Participants who are transferred during the Bonus Period may have their Bonuses pro-rated, based on their normal Base Salary charged to such
corporate, business unit or other level within the Company during such Bonus Period. 
  

	5.	RESERVATION OF STOCK FOR ISSUANCE 

  
 After the end of each Bonus Period but prior to the Payment Date applicable for such Bonus Period, the Board shall reserve for issuance, from authorized
but unissued Stock or reacquired shares of Stock held in Treasury, such number of shares of Stock sufficient to pay that portion, if any, of the Bonus to be paid in Stock under the Plan as may be 

  

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determined for such year in accordance with subsection 3 (a) (iv) hereof for the immediately preceding Bonus Period; provided, however, the
aggregate number of shares of Stock issued and reserved for issuance under the Plan shall not violate the rules or regulations of any stock exchange (including but not limited to any rule requiring stockholder approval for the issuance of Stock
hereunder) on which the Stock is listed or any governmental authority having jurisdiction thereunder. 
  

	6.	ESTABLISHMENT AND ALLOCATION OF THE BONUS POOL (CORPORATE) 

  
 A. Calculation of Bonus Pool Earned 
  
 For each Bonus Period, the pool established for the determination of bonuses (the “Bonus Pool”) is a function of (i) the goal(s) established,
(ii) levels of achievement, (iii) base salary of participants,and (iv) individuals(s) bonus limit(s) assigned to participant(s) expressed as a percentage of base salary. 
  
 At the beginning of the Bonus Period, the CEO will recommend to the Committee (1) certain goal or goals, generally
financial, to be achieved during the current fiscal year, (ii) a list of participants and (iii) level of participation expressed as the maximum percentage of Base Compensation that could be earned as a bonus assuming 100% achievement of each goal.
The individual levels of participation (or bonus limits) are as follows: 
  
 Executive Management—up to 100% of Base Salary 
 Corporate Officers—up to 50% of Base Salary

 Corporate Staff—up to 30% of Base Salary 
  
 From the above information, the maximum bonus can be calculated assuming the goal or each of the goals, assuming there are more than one, are achieved at the 100% level.

  

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 Eligible bonuses for levels of achievement that are less than 100% can be summarized below: 

 

			
	 Actual Achievement
 Level of
 Corporate Goals

	 	 Percentage Payout of
 Maximum Bonus


		
	 <80%
	 	zero
		
	 80%
	 	80%
		
	 81-100%
	 	 Interpolate to 100% on
 straight line basis

		
	 100%+
	 	100%

  
 In the event of
multiple goals, the achievement of one could still result in a partial bonus depending on the weighting of each objective and the actual target level of achievement. 
  
 Example—Assume goals for a corporate officer participant are weighted 60% for pretax profit and 40% for cash flow and
results are as follows: 
  

							
	 (1)    Corporate Pretax Profit Target:
	  	$	20	 	 	 
	          Corporate Pretax Profit Actual:
	  	 	18	 	 	(Basis for 90% of Total Bonus)
	%	  	 	90	%	 	 
	 (2)    Corporate Cash Flow Target:
	  	$	20	 	 	 
	          Corporate Cash Flow Actual:
	  	 	16	 	 	(Basis for 80% of Total Bonus)
	 %
	  	 	80	%	 	 

  
 The Participant with a
potential bonus of 50% of salary would get 86% x 50.00% or 43.0% of salary as the bonus earned amount based on the following: 
  

								
	 Corporate Profit
	  	60% x 90%	  	=	  	54.00	%
	 Corporate Cash Flow
	  	40% x 80%	  	=	  	32.00	%
	 	  	 	  	 	  	
	

	 TOTAL
	  	 	  	 	  	86.00	%
	 	  	 	  	 	  	
	


  
 The actual bonus
amount paid is limited to lower of Percentage Buyout of Maximum Bonus Earned or 100% of participation level. 
  

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 B. Reallocation Within the Bonus Pool 
  
 Once the final Bonus Pool is calculated as described in 6 A. and 6 B. above,
the amount of a Participant’s final bonus can be increased by reallocating a portion of a final bonus from another Participant(s) based on the recommendation of the Company’s Chief Executive Officer (or Officer acting in a similar
capacity) if approved by the CEO and Members of the Compensation Committee. 
  

	7.	PAYMENT OF BONUSES 

  
 (a) If approved by the Committee, payment of the cash portion of any Bonus under the Plan shall be made on the Payment Date. Bonuses may be paid in cash
or Stock or any percentage of cash and Stock as the Committee shall determine in its sole discretion. 
  
 (b) If any portion of the Bonus is to be paid in Stock, on the Payment Date, or as soon thereafter as practical, the Participant shall be issued a
certificate registered in his or her name, for the number of shares of Stock which would result by dividing the dollar value of that portion of the Participant’s Bonus to be received in Stock by the Fair Market Value with respect to the Payment
Date. No fractional shares will be issued. Cash will be paid in lieu of any fractional shares. 
  

	8.	TERMINATION OF EMPLOYMENT 

  
 In the event a Participant ceases to be employed by the Company : 
  

(a) Due to normal retirement, or early retirement with Committee consent, under a formal plan or policy of the Company, or total and permanent
disability, as determined by the Committee, or death, a Participant’s eligibility, shall continue to remain in effect for the duration of the applicable Bonus Period on a pro rata basis. 

  

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In the event of such a termination of employment, the Participant, or her or his Beneficiary, on the Payment Date, shall receive the Participant’s pro
rated Bonus for the applicable Bonus Period. 
  
 (b) In the event
that a Participant shall cease to be an employee of the Company upon the occurrence of any other event, the Participant’s eligibility under the Plan shall be canceled and terminated forthwith, and no Bonuses shall be payable under the Plan
except as and to the extent the Committee may determine otherwise. 
  
 (c) For purposes of the preceding, it shall not be considered a termination of employment when a Participant is placed by the Company on military or sick leave or such other type of leave of absence, for a period of six months or less,
which is considered as continuing intact the employment relationship of the Participant. For any such leave extending beyond six months, the Committee shall decide whether and when there has been a termination of employment. 
  

	9.	ADJUSTMENTS 

  
 If there shall be any change in the Stock subject to the Plan through merger, consolidation, reorganization, recapitalization, stock dividend, stock
split, exchange of stock or other change in the corporate structure, appropriate adjustments shall be made in the aggregate number and kind of shares subject to the Plan to reflect such changes, if and to the extent determined by the Committee,
whose determination shall be conclusive. 
  

	10.	AMENDMENT AND TERMINATION OF PLAN 

  
 The Board may, at any time, and from time to time, suspend or terminate the Plan in whole or in part or amend it from time to time in such respects as the
Board may 

  

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deem appropriate and in the best interests of the Company. 
  

	11.	GOVERNMENT AND OTHER REGULATIONS 

  
 The obligation of the Company to issue, or transfer and deliver shares for Bonuses under the Plan shall be subject to all applicable laws, regulations,
rules and orders which shall then be in effect. 
  

	12.	UNFUNDED PLAN 

  
 The Plan, insofar as it provides for payments, shall be unfunded and the Company shall not be required to segregate any assets which may at any time be
subject to Bonuses under the Plan. Any liability of the Company to any person with respect to any award under this Plan shall be based solely upon any contractual obligations which may be created under this Plan. 
  

	13.	MISCELLANEOUS PROVISIONS 

  
 (a) Right to Continued Employment: No person shall have any claim or right to be granted a Bonus under the Plan, and the grant of a Bonus under the
Plan shall not be construed as giving any Participant the right to be retained in the employ of the Company and the Company expressly reserves the right at any time to dismiss a Participant with or without cause, free from any liability, or any
claim under the Plan. 
  
 (b) Non-Transferability: Except
by will or the laws of descent and distribution, no right or interest of any Participant in the Plan shall be assignable or transferable and no right or interest of any Participant shall be liable for, or subject to, any lien, obligation or
liability of such Participant. 
  
 (c) Withholding Taxes:
The Company shall have the right to withhold from cash payments sufficient amounts to cover tax withholding for income and employment 

  

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taxes, and if the amount of cash payment is insufficient, the Company may require the Participant to pay to it the balance required to be withheld. Likewise,
the Company may require a payment to cover applicable withholding for income and employment taxes in the event any part of the Bonus is paid in Stock. 
  
 (d) Plan Expenses: Any expenses of administering this Plan shall be borne by the Company. 
  
 (e) Legal Considerations: No persons, including a Participant, or his
or her Beneficiary, shall have any claim or right to the payment of an award, if, in the opinion of counsel for the Company, such payment does not comply with legal requirements, or is opposed to governmental public policy. 
  
 (f) No Warranty of Tax Effect: No opinion shall be deemed to be
expressed or warranties made as to the effect for federal, state or local tax purposes of any Bonuses. 
  
 (g) Construction of Plan: The place of administration of the Plan shall be in the 
 Commonwealth of Massachusetts, and the validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and
rights relating to the Plan, shall be determined solely in accordance with the laws of the Commonwealth of Massachusetts. 
  

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