exv10w1



 





Exhibit 10.1




NEENAH ENTERPRISES, INC.




INCENTIVE COMPENSATION PLAN




     ACP Holding Company, which will be renamed Neenah Enterprises, Inc. (the “Company”), a
Delaware corporation, hereby establishes and adopts the following Neenah Enterprises, Inc.
Incentive Compensation Plan (the “Plan”) to provide incentive awards that are intended to qualify
as “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue
Code of 1986, as amended.



1. PURPOSES OF THE PLAN




The purposes of the Plan are to advance the interests of the Company and its stockholders and
assist the Company in attracting and retaining officers and other key employees of the Company and
its Affiliates who, because of the extent of their responsibilities can make significant
contributions to the Company’s success by their ability, industry, loyalty and exceptional
services, by providing incentives and financial rewards to such persons.



2. DEFINITIONS




     2.1. “Affiliate” shall mean any corporation, partnership or other organization of which the
Company owns or controls, directly or indirectly, not less than 50% of the total combined voting
power of all classes of stock or other equity interests.



     2.2. “Award” shall mean any amount granted to a Participant under the Plan.



     2.3. “Board” shall mean the board of directors of the Company.



     2.4. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and
any successor thereto.



     2.5. “Committee” shall mean the Compensation Committee of the Board or any subcommittee
thereof formed by the Compensation Committee to act as the Committee hereunder. For purposes of
satisfying the requirements of Section 162(m) of the Code and the regulations thereunder, the
Committee is intended to consist solely of “outside directors” as such term is defined in Section
162(m) of the Code.



     2.6. “Disability” means any physical or mental condition of a Participant that in the opinion
of the Committee renders the Participant incapable of continuing to be an employee of the Company
and its Affiliates.



     2.7. “Participant” shall mean the Company’s Chief Executive Officer and each other officer or
key employee of the Company or any Affiliate of the of the Company selected by the Committee
pursuant to Section 4.1 to participate in this Plan.



     2.8. “Performance Criteria” shall mean net sales; revenue; revenue growth or product revenue
growth; operating income (before or after taxes); pre- or after-tax income (before or after
allocation of corporate overhead and bonus); earnings per share; net income (pre-tax or



 









 







after-tax and with adjustments as stipulated); total shareholder return; return on assets, net
assets, equity, tangible book value or capital employed; appreciation in and/or maintenance of the
price of the shares of common stock or any other publicly-traded securities of the Company; market
share; gross profits; earnings (including earnings before taxes, earnings before interest and taxes
or earnings before interest, taxes, depreciation and amortization), and adjusted versions of those
or similar measures; economic value-added models or equivalent metrics; comparisons with various
stock market indices; reductions in costs; cash flow or cash flow per share (before or after
dividends); return on capital (including return on total capital or return on invested capital);
cash flow return on investment; improvement in or attainment of expense levels or working capital
levels; operating margins, gross margins or cash margin; year-end cash; debt reductions;
stockholder equity; market share; regulatory achievements; loss ratio, expense ratio, incremental
profit contribution measurements (sales less variable costs), operational type metrics ((including
but not limited to lost time accidents, % scrap, OEE (overall equipment efficiency), man-hours per
ton, on time delivery, workers compensation claims, customer returns, etc.)), capacity utilization
metrics; and implementation, completion or attainment of measurable objectives with respect to
research, development, products or projects, production volume levels, acquisitions and
divestitures and recruiting and maintaining personnel.



     2.9. “Performance Period” shall mean the Company’s fiscal year or such other period that the
Committee, in its sole discretion, may establish, provided no Performance Period shall be more than
five years in length.



3. ELIGIBILITY AND ADMINISTRATION




     3.1. Eligibility. The individuals eligible to participate in the Plan shall be the Company’s
Chief Executive Officer and any other officer or key employee of the Company or an Affiliate
selected by the Committee to participate in the Plan (each, a “Participant”).



     3.2. Administration. (a) The Plan shall be administered by the Committee. The Committee
shall have full power and authority, subject to the provisions of the Plan and subject to such
orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be
adopted by the Board, to: (i) select the Participants to whom Awards may from time to time be
granted hereunder; (ii) determine the terms and conditions, not inconsistent with the provisions of
the Plan, of each Award; (iii) determine the time when Awards will be granted and paid and the
Performance Period to which they relate; (iv) determine the performance goals for Awards for each
Participant in respect of each Performance Period based on the Performance Criteria and certify the
calculation of the amount of the Award payable to each Participant in respect of each Performance
Period; (v) determine whether payment of Awards may be deferred by Participants; (vi) interpret and
administer the Plan and any instrument or agreement entered into in connection with the Plan; (vii)
correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in
the manner and to the extent that the Committee shall deem desirable to carry it into effect;
(viii) establish such rules and regulations and appoint such agents as it shall deem appropriate
for the proper administration of the Plan; and (ix) make any other determination and take any other
action that the Committee deems necessary or desirable for administration of the Plan.



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     (b) Decisions of the Committee shall be final, conclusive and binding on all persons or
entities, including the Company, any Affiliate, any Participant and any person claiming any benefit
or right under an Award or under the Plan.



     (c) To the extent not inconsistent with applicable law or the rules and regulations of the
principal securities market on which the Company’s securities are listed or qualified for trading),
including the applicable provisions of Section 162(m) of the Code, the Committee may delegate to
one or more officers of the Company or a committee of officers the authority to take actions on its
behalf pursuant to the Plan.



4. AWARDS




     4.1. Performance Period; Performance Goals. Not later than the earlier of (i) 90 days after
the commencement of each fiscal year of the Company and (ii) the expiration of 25% of the
Performance Period, the Committee shall, in writing, designate one or more Performance Periods,
determine the Participants for such Performance Periods and determine the performance goals for
determining the Award for each Participant for such Performance Period(s) based on attainment of
specified levels of one or any combination of the Performance Criteria. Such performance goals may
be based solely by reference to the Company’s performance or the performance of an Affiliate,
division, business segment or business unit of the Company, or based upon the relative performance
of other companies or upon comparisons of any of the indicators of performance relative to other
companies. The Committee may also exclude charges related to an event or occurrence which the
Committee determines should appropriately be excluded, including (a) restructurings, discontinued
operations, extraordinary items, and other unusual or non-recurring charges, (b) an event either
not directly related to the operations of the Company or not within the reasonable control of the
Company’s management, or (c) the cumulative effects of tax or accounting changes in accordance with
generally accepted accounting principles. Such performance goals shall otherwise comply with the
requirements of, Section 162(m) of the Code, and the regulations thereunder.



     4.2. Certification. At such time as it shall determine appropriate following the conclusion
of each Performance Period, the Committee shall certify, in writing, the amount of the Award for
each Participant for such Performance Period.



     4.3. Payment of Awards. The amount of the Award actually paid to a Participant may, in the
sole discretion of the Committee, be less than the amount otherwise payable to the Participant
based on attainment of the performance goals for the Performance Period as determined in accordance
with Section 4.1. The actual amount of the Award determined by the Committee for a Performance
Period shall be paid in cash or, to the extent provided in such plan share awards under a
shareholder-approved stock plan of the Company. Payment to each Participant shall be made no later
than the fifteenth day of the third month following the end of the fiscal year of the Company in
which the applicable Performance Period ends. Payments to Participants who are employees of
Affiliates of the Company may be paid directly by such entities.



     4.4. Commencement or Termination of Employment. If a person becomes a Participant during a
Performance Period (whether through promotion or commencement of employment) or if a person who
otherwise would have been a Participant dies, retires or is



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Disabled, or if the person’s employment is otherwise terminated, during a Performance Period
(except for cause, as determined by the Committee in its sole discretion), the Award payable to
such a Participant may, in the discretion of the Committee, be proportionately reduced based on the
period of actual employment during the applicable Performance Period.



     4.5. Maximum Award. The maximum dollar value of an Award payable to any Participant in any
12-month period is $2,500,000.



5. MISCELLANEOUS




     5.1. Amendment and Termination of the Plan. The Board may, from time to time, alter, amend,
suspend or terminate the Plan as it shall deem advisable, subject to any requirement for
stockholder approval imposed by applicable law, including Section 162(m) of the Code. No
amendments to, or termination of, the Plan shall in any way impair the rights of a Participant
under any Award previously granted without such Participant’s consent.



     5.2. Section 162(m) of the Code. Unless otherwise determined by the Committee, the provisions
of this Plan shall be administered and interpreted in accordance with Section 162(m) of the Code to
ensure the deductibility by the Company of the payment of Awards.



     5.3. Tax Withholding. The Company or an Affiliate shall have the right to make all payments
or distributions pursuant to the Plan to a Participant, net of any applicable federal, state and
local taxes required to be paid or withheld. The Company or an Affiliate shall have the right to
withhold from wages, Awards or other amounts otherwise payable to such Participant such withholding
taxes as may be required by law, or to otherwise require the Participant to pay such withholding
taxes. If the Participant shall fail to make such tax payments as are required, the Company or an
Affiliate shall, to the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to such Participant or to take such other action as may be
necessary to satisfy such withholding obligations.



     5.4. Right of Discharge Reserved; Claims to Awards. Nothing in this Plan shall provide any
Participant a right to receive any Award or payment under the Plan with respect to a Performance
Period. Nothing in the Plan nor the grant of an Award hereunder shall confer upon any Participant
the right to continue in the employment of the Company or an Affiliate or affect any right that the
Company or an Affiliate may have to terminate the employment of (or to demote or to exclude from
future Awards under the Plan) any such Participant at any time for any reason. Except as
specifically provided by the Committee, the Company shall not be liable for the loss of existing or
potential profit from an Award granted in the event of the termination of employment of any
Participant. No Participant shall have any claim to be granted any Award under the Plan, and there
is no obligation for uniformity of treatment of Participants under the Plan.



     5.5. Nature of Payments. All Awards made pursuant to the Plan are in consideration of
services performed or to be performed for the Company or an Affiliate, division or business unit of
the Company. Any income or gain realized pursuant to Awards under the Plan constitute a special
incentive payment to the Participant and shall not be taken into account, to the extent permissible
under applicable law, as compensation for purposes of any of the employee benefit



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plans of the Company or an Affiliate except as may be determined by the Committee or by the
Board or board of directors of the applicable Affiliate.



     5.6. Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other
or additional compensation arrangements, subject to stockholder approval if such approval is
required; and such arrangements may be either generally applicable or applicable only in specific
cases.



     5.7. Severability. If any provision of the Plan shall be held unlawful or otherwise invalid
or unenforceable in whole or in part by a court of competent jurisdiction, such provision shall (a)
be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid
and/or enforceable and as so limited shall remain in full force and effect, and (b) not affect any
other provision of the Plan or part thereof, each of which shall remain in full force and effect.
If the making of any payment or the provision of any other benefit required under the Plan shall be
held unlawful or otherwise invalid or unenforceable by a court of competent jurisdiction, such
unlawfulness, invalidity or unenforceability shall not prevent any other payment or benefit from
being made or provided under the Plan, and if the making of any payment in full or the provision of
any other benefit required under the Plan in full would be unlawful or otherwise invalid or
unenforceable, then such unlawfulness, invalidity or unenforceability shall not prevent such
payment or benefit from being made or provided in part, to the extent that it would not be
unlawful, invalid or unenforceable, and the maximum payment or benefit that would not be unlawful,
invalid or unenforceable shall be made or provided under the Plan.



     5.8. Construction. As used in the Plan, the words “include” and “including,” and variations
thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed
by the words “without limitation.”



     5.9. Unfunded Status of the Plan. The Plan is intended to constitute an “unfunded” plan for
incentive compensation and deferred compensation if permitted by the Committee. With respect to
any payments not yet made to a Participant by the Company, nothing contained herein shall give any
such Participant any rights that are greater than those of a general creditor of the Company.



     5.10. Governing Law. The Plan and all determinations made and actions taken thereunder, to
the extent not otherwise governed by the Code or the laws of the United States, shall be governed
by the laws of the State of Delaware, without reference to principles of conflict of laws that
might result in the application of the laws of another jurisdiction, and shall be construed
accordingly.



     5.11. Effective Date of Plan. The Plan shall be effective upon its approval by the holders of
the then outstanding securities of the Company entitled to vote generally in the election of
directors. The Plan shall be null and void and of no effect if the foregoing condition is not
fulfilled. The first award under the Plan shall be for the fiscal year ending September 30, 2008.



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     5.12. Captions. The captions in the Plan are for convenience of reference only, and are not
intended to narrow, limit or affect the substance or interpretation of the provisions contained
herein.




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