EX-10(CIX)



 






Exhibit 10 (cix)









THE KITCHEN COLLECTION, INC.

LONG-TERM INCENTIVE COMPENSATION PLAN

(Effective as of January 1, 2003)







1. Purpose of the Plan




     The purpose of this January 1, 2003 Long-Term Incentive Compensation Plan (the “Plan”) is to
further the long-term profits and growth of The Kitchen Collection, Inc. (the “Company”) by
enabling the Company to attract and retain key management employees by offering long-term incentive
compensation to those officers and key management employees who will be in a position to make
significant contributions to such profits and growth. This incentive is in addition to annual
compensation and is intended to reflect growth in the value of the Company’s stockholders’ equity.



2. Definitions




     (a) “Award” shall mean an award of Book Value Units granted to a Participant under this Plan
for an Award Year in an amount determined pursuant to a formula which is established by the
Committee not later than the 90th calendar day of the Award Year. Notwithstanding the foregoing,
for the 2003 Award Year, such formula shall be established by the Committee prior to or as soon as
practicable following the adoption of the Plan.



     (b) “Award Units” shall mean Book Value Units which are issued pursuant to, and with such
restrictions as are imposed by, the terms of this Plan.



     (c) “Award Unit Price” as to any Book Value Unit shall mean the Book Value on the Quarter
Date coincident with or immediately preceding the Grant Date of the Award.



     (d) “Award Year” shall mean the calendar year on which an Award is based.



     (e) “Beneficiary” shall mean the person(s) designated in writing (on a form acceptable to the
Committee) to receive the payment of all or part of an Award hereunder in the event of the death of
a Participant. In the absence of such a designation and at anytime when there is no existing
Beneficiary hereunder, a Participant’s Beneficiary shall be his surviving Spouse or, if none, his
estate.



     (f) “Book Value” as to any Book Value Unit shall mean an amount determined by the Committee
or, if no amount is set by the Committee, as of any date (i) the stockholders’ equity (as



 









 







determined in accordance with generally accepted accounting principles, applied on a consistent
basis) allocable to the Common Stock of the Company, as set forth on the balance sheet of the
Company as of the Quarter Date coincident with or immediately preceding such date, divided by (ii)
the number of Notional Shares existing as of such Quarter Date; provided, however, that Book Value
and/or the number of Notional Shares may be adjusted to such an extent as may be determined by the
Committee to preserve the benefit of the arrangement for holders of Book Value Units and the
Company, if in the opinion of the Committee, after consultation with the Company’s independent
public accountants, changes in the Company’s accounting policies, acquisitions or other unusual or
extraordinary items have materially affected the stockholders’ equity allocable to the Notional
Shares.



     (g) “Book Value Unit” or “Unit” shall mean a right granted pursuant to the terms and
conditions set forth in Section 5.



     (h) “Committee” shall mean the Nominating, Organization and Compensation Committee of the
Company’s Board of Directors or any other committee appointed by the Company’s Board of Directors
to administer this Plan in accordance with Section 3.



     (i) “Grant Date” shall mean the effective date of an Award, as determined under Section
5(b)(ii) of the Plan.



     (j) “Guidelines” shall mean the annual guidelines that are approved by the Committee for the
administration of the Awards granted under the Plan. To the extent that there is any inconsistency
between the Guidelines and the Plan, the Guidelines shall control.



     (k) “Hay Salary Grade” shall mean the salary grade or points assigned to a Participant by the
Company pursuant to the Hay Salary System, or any successor salary system subsequently adopted by
the Company.



     (l) “Notional Shares” shall mean the number of assumed shares of Common Stock of the Company
as determined by the Committee from time to time in order to implement the purposes of the Plan,
and shall equal one million shares on the effective date described in Section 10 hereof.



     (m) “Participant” shall mean any person who meets the eligibility criteria set forth in
Section 4 and who is granted an Award under the Plan.



     (n) “Quarter Date” shall mean the last business day of each calendar quarter.



 









 





     (o) “Retirement” or “Retire” shall mean the termination of a Participant’s employment with the
Company after the Participant has reached age 60 and completed at least 15 years of service.



     (p) “Target Award” shall mean the dollar value of the Award to be paid to a Participant under
the Plan assuming that the performance targets are met.



3. Administration




     This Plan shall be administered by the Committee. The Committee shall have complete authority
to interpret all provisions of this Plan consistent with law, to prescribe the form of any
instrument evidencing any Award granted under this Plan, to adopt, amend and rescind general and
special rules and regulations for its administration (including, without limitation, the
Guidelines), and to make all other determinations necessary or advisable for the administration of
this Plan. A majority of the Committee shall constitute a quorum, and the action of members of the
Committee present at any meeting at which a quorum is present, or acts unanimously approved in
writing, shall be the act of the Committee. All acts and decisions of the Committee with respect
to any questions arising in connection with the administration and interpretation of this Plan,
including the severability of any or all of the provisions hereof, shall be conclusive, final and
binding upon the Company and all present and former Participants, all other employees of the
Company, and their respective descendants, successors and assigns. No member of the Committee
shall be liable for any such act or decision made in good faith.



4. Eligibility




     Any person who is classified by the Company as a salaried employee of the Company generally
with Hay points of 800 or above (or a compensation level equivalent thereto), who in the judgment
of the Committee occupies an officer or other key management position in which his efforts may
significantly contribute to the profits or growth of the Company, may be awarded Book Value Units;
provided, however, that (a) directors of the Company who are not classified as salaried employees
of the Company and (b) leased employees (as such term is defined in Section 414 of the Internal
Revenue Code (the “Code”)) shall not be eligible to participate in the Plan. A person who
satisfies the requirements of this Section 4 shall become a Participant in the Plan when granted an
Award hereunder.



 









 





5. Granting of Awards




     The Committee may, from time to time and upon such conditions as it may determine, authorize
the granting of Awards to Participants, which shall be not inconsistent with, and shall be subject
to all of the requirements of, the following provisions:



     (a) Not later than the ninetieth day of each Award Year (or as soon as practicable after the
date of the adoption of the Plan, if later), the Committee shall approve (i) a Target Award to be
granted to each Participant for such Year and (ii) a formula for determining the amount of each
Award, which formula is based upon the Company’s average return on total capital employed for such
Year.



     (b) Effective during April of the calendar year following the Award Year, the Committee shall
approve:



          (i) a preliminary calculation of the amount of each Award based upon the application of the
formula (as in effect at the calculation date) and actual performance to the Target Awards
previously determined in accordance with Section 5(a); and




          (ii) a final calculation of the amount of each Award to be granted to each Participant for the
Award Year, which amount shall be not greater than the amount determined in accordance with Section
5(b)(i) (the “Grant Date” of such Award being January 1st of the calendar year following
the Award Year). The Committee shall have the power to increase or decrease the amount of any
Award above or below the amount determined in accordance with Section 5(b)(i); provided, however,
no Award, including any Award equal to the Target Award, shall be payable under the Plan to any
Participant except as determined by the Committee.




     (c) Calculations of Target Awards shall initially be based on a Participant’s Hay Salary Grade
as of January 1 of the Award Year. However (i) if a Participant receives a change in Hay Salary
Grade, salary midpoint and/or long-term incentive compensation target percentage, such change will
be reflected in a pro-rata Target Award and (ii) employees hired into or promoted to a position
eligible to participate in the Plan (as specified in Section 4 above) during an Award Year will, if
designated as a Plan Participant by the Committee, be assigned a pro-rated Target Award based on
their length of service during an Award Year. In order to be eligible to receive an Award for an
Award Year, the Participant must be employed by the Company and must be a Participant on December
31 of the Award Year; provided, however, that if a Participant dies, becomes disabled or Retires
during the Award Year, the



 









 







Participant shall be entitled to a pro-rata portion of the Award for such Award Year, based on
the number of days the Participant was actually employed by the Company during the Award Term.



     (d) Each Award shall be granted in the form of Book Value Units. The number of Book Value
Units to be issued to a Participant shall be determined by dividing the amount of the Award by the
Award Unit Price. Notwithstanding any other provision of the Plan, the maximum cash value of the
Awards granted to a Participant under this Plan in a single year shall not exceed $250,000.



     (e) Multiple Awards may be granted to a Participant; provided, however, that no two Awards to
a Participant may have identical performance periods



6. Vesting; Payment of Awards




     (a) Vesting. All Book Value Units granted pursuant to an Award hereunder shall be
immediately 100% vested as of the Grant Date.



     (b) Payment Restrictions. Each Award shall provide that the Book Value Units granted
therein shall be subject to a payment restriction in the manner and to the extent prescribed by the
Committee for a period of five years from the Grant Date, or such other shorter or longer period as
may be determined by the Committee from time to time. Notwithstanding the foregoing, such payment
restrictions shall automatically lapse upon a termination of employment by reason of death,
permanent disability or Retirement. In addition, in the case of other special circumstances of a
Participant who holds Award Units as to which the payment restrictions have not lapsed, or in case
of a termination of the Plan pursuant to Section 8, the Committee may, in its sole discretion,
accelerate the time at which such payment restrictions will lapse.



     (c) Payment Date/Value. Unless a Participant makes a deferral election under
Subsection (d) of this Section, as soon as practicable following the lapse of a payment restriction
applicable to an Award pursuant to Section 6(b), the Company shall deliver to the Participant (or,
if applicable, his Beneficiary), a check in full payment of the Book Value Units granted pursuant
to such Award. For participants who terminated employment (for reasons other than death, permanent
disability or Retirement), the value of such Book Value Units shall be based on the Book Value as
of the Quarter Date coincident with or immediately preceding the date of termination. For
Participants who terminated employment due to death, permanent disability or Retirement, the value
of such Book Value Units shall be based on the Book Value as of the Quarter Date coincident with or
immediately preceding the date on which the payment restriction lapses. There shall be deducted
from each payment under the Plan the amount of any



 









 







tax required by any governmental authority to be withheld and paid over to such governmental
authority for the account of the person entitled to such payment.



     (d) Deferral Option. Prior to the date described in Subsection (c), to the
extent determined by the Committee in its sole and absolute discretion (and subject to the
rules and procedures specified in the Guidelines), a Participant who is a citizen or
resident of the United States may make an irrevocable election to defer receipt of 100% of
the Award granted to him for a particular Award Year for a period not to exceed ten (10)
years from the Grant Date of such Award. A separate deferral election may be made with
respect to each Award granted under the Plan. The Awards which are subject to such a
deferral election shall continue to be subject to the terms and conditions of this Plan and
shall continue to be valued in accordance with the terms of the Plan until the date of
payment (or further deferral, as described in the following sentence). In addition, a
Participant who is a citizen or resident of the United States and who has made an
irrevocable election to defer the receipt of all of an Award until exactly ten (10) years
from the Grant Date of such Award shall be permitted (subject to the Committee’s sole and
absolute discretion and the rules and procedures contained in the Guidelines) to make
another irrevocable election to further defer the receipt of 100% of such deferred Award
under and into The Kitchen Collection, Inc. Deferred Compensation Plan for Management
Employees (the “Deferred Compensation Plan”). Deferred Awards payable to an active employee
under this Plan shall be paid to the Participant as soon as practicable following the
payment date previously elected by the Participant and shall be based on the Book Value as
of the Quarter Date coincident with or immediately preceding such payment date. Deferred
Awards which are further deferred into the Deferred Compensation Plan shall be credited to
the Deferred Compensation Plan as soon as practicable following the 10th
anniversary of the Grant Date of such Award and shall be based on the Book Value as of the
Quarter Date coincident with or immediately preceding such anniversary date.
Notwithstanding the foregoing, any deferral election hereunder shall automatically terminate
(and shall be of no further effect) upon a Participant’s termination of employment with the
Company for any reason (including death or disability) and payment of all such deferred
Awards shall be made as soon as practicable following the date of the Participant’s
termination of employment, based on
the Book Value as of the Quarter Date coincident with or immediately preceding such
termination date; provided, however, that any Awards which are subject to a deferral
election at the time of a Participant’s Retirement shall automatically be deferred under and
into the Deferred Compensation Plan as of the date of the Participant’s Retirement, with the
value of the Book Value Units being based on the Book Value as of the Quarter Date
coincident with or immediately preceding such Retirement date if



 









 







(and only if) the
Participant has a currently-effective payment election relating to Awards under the Deferred
Compensation Plan and is then eligible to participate in the Deferred Compensation Plan.



7. Assignability




     No Award granted to a Participant under this Plan shall be transferable by him for any
reason whatsoever; provided, however, that upon the death of a Participant the right to the
proceeds of an Award may be transferred to a Beneficiary.



8. Amendment, Termination and Adjustments




     (a) The Committee, in its sole and absolute discretion, may alter or amend this Plan from time
to time; provided, however, that no such amendment shall, without the consent of a Participant,
affect the amount of any outstanding Award or any Award Units of such Participant.



     (b) The Committee, in its sole and absolute discretion, may terminate this Plan in its
entirety at any time; provided that, except as provided in this Subsection, no such termination
shall, without the consent of a Participant, affect the amount of any outstanding Award or any
Award Units of such Participant. Except as otherwise provided in an amendment to the Plan, all
Target Awards and Awards granted prior to any termination of this Plan shall continue to be subject
to the terms of this Plan. Notwithstanding the foregoing, upon a complete termination of the Plan,
the Committee, in its sole and absolute discretion, shall have the right to change the time of
distribution of Participants’ Award Units under the Plan, including requiring that all such Award
Units be immediately distributed in the form of lump sum cash payments.



     (c) Any amendment or termination of the Plan shall be in the form of a written instrument
executed by an officer of the Company on the order of the Committee. Such amendment or termination
shall become effective as of the date specified in the instrument or, if no such date is specified,
on the date of its execution.



     (d) The Committee may make or provide for an adjustment in the total number of Award Units to
be issued under this Plan as the Committee in its sole discretion, exercised in good faith, may
determine is equitably required to reflect (i) any stock dividend, stock split, combination of
shares, recapitalization or any other change in the capital structure of the Company, (ii) any
merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete
liquidation or



 









 







other distribution of assets, issuance of rights or warrants to purchase securities,
or (iii) any other corporate transaction or event having an effect similar to any of the foregoing.



9. General Provisions




     (a) No Right of Employment. Neither the adoption or operation of this Plan, nor any
document describing or referring to this Plan, or any part thereof, shall confer upon any employee
any right to continue in the employ of the Company, or shall in any way affect the right and power
of the Company to terminate the employment of any employee at any time with or without assigning a
reason therefor to the same extent as the Company might have done if this Plan had not been
adopted.



     (b) Governing Law. The provisions of this Plan shall be governed by and construed in
accordance with the laws of the State of Ohio, except when preempted by federal law.



     (c) Liability for Payment/Expenses.



     (i) The Company shall be liable for the payment of any Award to or on behalf of a Participant.



     (ii) Expenses of administering the Plan shall be paid by the Company.



     (d) Limitation on Rights of Participants; No trust.



     (i) No trust has been created by the Company for the payment of Book Value Units granted under
this Plan; nor have the grantees of Book Value Units been granted any lien on any assets of the
Company to secure payment of such benefits. This Plan represents only an unfunded, unsecured
promise to pay by the Company, and the grantees hereunder are unsecured creditors of the Company.



     (ii) Notwithstanding any provision of the Plan to the contrary, the Company shall not be
required to make any payment hereunder to any Participant or Beneficiary if the Company is
“Insolvent” at the time such payment is due to be made. For purposes of the Plan, the Company
shall be considered Insolvent at such time as it is unable to pay its debts as they mature or is
subject to a pending voluntary or involuntary proceeding as a debtor under the United States
Bankruptcy Code (or similar foreign law).



     (e) Payment to Guardian. If an Award is payable to a minor, to a person declared
incompetent or to a person incapable of handling the disposition of his property, the Committee may
direct payment of



 









 







such Award to the guardian, legal representative or person having the care and
custody of such minor, incompetent or person. The Committee may require such proof of
incompetency, minority, incapacity or guardianship as it may deem appropriate prior to the
distribution of such Award. Such distribution shall completely discharge the Company and the
Subsidiaries from all liability with respect to such Award.



     (f) Miscellaneous. Headings are given to the sections of this Plan solely as a
convenience to facilitate reference. Such headings, numbering and paragraphing shall not in any
case be deemed in any way material or relevant to the construction of this Plan or any provisions
thereof. The use of the masculine gender shall also include within its meaning the feminine. The
use of the singular shall also include within its meaning the plural, and vice versa.



10. Effective Date




     The effective date of this Plan is as of January 1, 2003.



	 	 	 	 	 
	 	 	THE KITCHEN COLLECTION, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Charles A. Bittenbender
	

	 	 	 	 
	

	 	 	 	Title: Assistant Secretary
	 
	 	 	 	 
	

	 	Date:
	 	4/4/03