Management Incentive Plan



 Exhibit 10.29 
  
 KEY ELEMENTS OF MANAGEMENT INCENTIVE PLAN 
  

	 	•	 	Performance measurement is based on Return on Average Net Assets (RONA). The Plan will incent managers to maximize earnings as well as manage assets. 

  

	 	•	 	RONA is calculated as operating income divided by the cumulative monthly average of receivables, inventory, payables and property, plant and equipment (average net assets).


  

	 	•	 	The Management Incentive Plan is self-funding; operating income is computed after the 1995 bonus accrual. 

  

	 	•	 	Management target bonus of 100% agrees to the 1995 financial Plan. The starting point for bonus payout is 14% RONA. A 14% RONA calculation approximates 18% RATC % (return on average
total capital). The shareholders will receive 18% RATC after the accrual of the management bonus. Target RONA % is 45%. 

  
 Targeted bonuses will be adjusted from 10% up to 200% through company performance using the “bonus rate” factor. 
  

	 	•	 	Management is segmented into various bonus payout groups. Assuming the 1995 Financial Plan targets are met, each group will earn bonuses at the following levels of base salary.


  

			
	 Group A:
	  	40%
	 Group B:
	  	25%
	 Group C:
	  	10%
	 	  	15%
	 Group D:
	  	  7%

  

	 	•	 	Individual bonus awards are computed in the following manner: 

  

													
	Base	 	X	  	Group	 	X	  	Company	 	=	  	Individual
	Salary	 	 	  	Level	 	 	  	Performance	 	 	  	Bonus Award








 MANAGEMENT INCENTIVE 
 PLAN 
 JOHNSTOWN AMERICA 
 CORPORATION 
  
  
  
 REV 11/30/94 







 Johnstown America Corporation 
 Management Incentive Plan 
 1995 
  

	I.	Purpose 

  
 The purpose of this Management Incentive Plan is to provide additional compensation to participants which relates to the achievement of the financial objectives of the Company. Additional objectives of the Plan are
to: 
  

	 	•	 	Assist the Company in attracting and retaining highly qualified personnel. 

  

	 	•	 	Encourage and stimulate superior performance by such personnel on behalf of the Company. 

  

	 	•	 	Recognize the level of an individuals position to influence company results. 

  

	II.	Definitions 

  

	A.	Company means Johnstown America Corporation and its successors (by merger, consolidation or otherwise). 

  

	B.	Fiscal Year means the Company’s 1995 Fiscal Year, and December 31, 1995. 

  

	C.	Plan means this Management Incentive Plan. 

  

	D.	Financial Plan means the 1995 Plan or Budget. 

  

	E.	Board of Directors means Directors of Johnstown America Industries, Inc. 

  

	F.	Base Salary equals the total salary for the portion of the Fiscal Year during which the employee was a participant in the Plan. Any salary proration will be based upon a
twelve month year. Base Salary includes an individual’s salary before reduction for 401(k) contributions and salary deferral, but does not include payments from short or long-term incentive plans, executive life insurance and automobile
programs and nonrecurring earnings such as moving expenses and special bonuses. 

  

	G.	Bonus Award Calculation shall be calculated and use terms and definitions in accordance with section IV of this Plan. 









	III.	Conditions of Participation 

  

	A.	Participants must be actively employed by the Company as of the payment date. Individuals who have resigned or who have been discharged are not eligible. 


 

	B.	Participants must have been employed at least three (3) months to be eligible for payment. No partial payment will be made to new hires with less than three months on the payroll.
Participants affected by location closing or job eliminations may receive a pro-rata payment at the discretion of the President. 

  

	C.	In the event an individual is transferred from one position to another for any reason during the year the individuals bonus will be based on the higher of his/her base salary for
positions held that year. 

  

	D.	Required federal and state withholdings will be deducted from all incentive payments. 

  

	E.	Final determination of the incentives earned by participants is subject to approval by the Chief Executive Officer and the Compensation Committee of the Board of Directors who
reserve the right to: 

  

	 	1.	Alter, amend or annul any provision of this Plan at any time. 

  

	 	2.	Terminate this Plan at any time. 

  

	 	3.	Terminate and rescind the participation of any individual in the Plan at any time, including subsequent to the end of an incentive period, but before awards are paid.


  

	F.	The establishment of this Plan, the granting of any award payment, or any other action taken by the Company or its officers shall not constitute any contract with, or any legal or
equitable right upon any employee or other person against the Company, its officers, directors, or employees, or against its affiliates or subsidiaries. 

  

	G.	Continuation of this Management Incentive Plan is at the discretion of the Board of Directors. Administration and modification of its contents and conditions is done only with the
approval of the Chairman and Chief Executive Officer. 

  










	H.	The Company will have the discretion to exclude certain items from operating expenses. Specific items to be excluded would be: 

  
 Significant windfall gains; 
 Significant non-operating losses; 
 The
effects of an acquisition or restructuring; 
 and any other unusual items. 
  

	I.	This Plan is applicable to all salaried personnel of the Company as identified by the President and Chief Executive Officer. 

  

	IV.	Bonus Award Calculation 

  

	A.	Bonus Awards will be based on Return On Average Net Assets (RONA) as defined. 

  


	 	1.	Operating Income for Johnstown America Corporation is defined as earnings computed under generally accepted accounting principles, after accrual for current year management
incentive plan expense and before interest, taxes and other income and expenses. 

  

	 	2.	Average Net Assets is defined as the sum of average annual cumulative (i) receivables, (ii) inventory, (iii) property, plant and equipment net of accumulated depreciation, (iv) less
account payables. 

  

	 	3.	Return on Average Net Assets (RONA) is defined as operating income divided by Average Net Assets. 

  

	B.	Participants in the Plan shall be entitled to a Bonus Award computed in the following manner: 

  

	 	1.	Calculation of Company RONA, see Exhibit A. 

  

	 	2.	Determine Company bonus rate from Bonus Rate Table on Exhibit B. 

  

	 	3.	Determine individual bonus group % from Exhibit C. 

  

	 	4.	Determine individual bonus award. 

  

																	
	 Formula;
	  	Base	  	 	  	Bonus	  	 	  	Bonus	  	 	  	Bonus	  	 
	 	  	Salary	  	X	  	Group %	  	X	  	Rate	  	=	  	Award	  	$


  
 See example on
Exhibit C 
  
  










	V.	Computation and Disbursement of Funds 

  
 As soon as possible after the close of the fiscal year, the CEO of the Company will approve the final goal achievement and bonus award payment under terms
of this plan. Bonus Awards will be considered earned once approved for payment by the CEO and the Board of Directors. 
  

	VI.	Changes to Target Levels 

  
 The Chief Executive Officer and the Board of Directors may change the financial target(s) at any time prior to the final determination of awards if, in their judgement,
such change(s) is/are desirable in the interest of equitable treatment of the participants and the Company as a result of extraordinary or nonrecurring events, change in applicable accounting rules or principles, changes in the Company’s method
of accounting, changes in applicable law, changes due to consolidation, acquisitions, reorganization, unusual circumstances or any other changes of a similar nature to any of the foregoing. 
  

	VII.	Partial Awards 

  
 A participant shall be entitled to payment of a partial Bonus Award if, prior to the end of the fiscal year, a participant: 
  

	 	•	 	Dies 

  

	 	•	 	Retires (is eligible to immediately receive retirement benefits under a Company sponsored retirement plan) 

  

	 	•	 	Becomes permanently disabled 

  

	 	•	 	Is determined by the Company to be ineligible for continued plan participation 

  

	 	•	 	Enters military service 

  

	 	•	 	Takes an approved leave of absence 

  

	 	•	 	Is elected to public office 

  

	 	•	 	Is terminated by the Company due to position elimination and/or divestiture, closing or sale of the participant’s operating unit. 

  










	VIII.	MIP GOAL 

  
 Return on Average Net Assets 
 Financial Plan Target RONA % 45%. 
  
 By meeting the Financial Plan target RONA individual(s) in the Incentive Plan will be
entitled to 100% of their targeted bonus awards. If Financial Plan targets are exceeded, then individual targeted bonus awards would be adjusted up according to bonus rate table on Exhibit B. If plan targets are not met, then individual target bonus
awards would be adjusted down according to the bonus rate table. 







 Johnstown America Corporation 
 Management Incentive Plan 
 1995 
 Exhibits 
  

			
		
	Exhibit A	  	Computation of Return on Net Assets (RONA)
		
	Exhibit B	  	Bonus Rate Table
		
	Exhibit C	  	Individual Bonus Calculation
		
	Exhibit D	  	Group Bonus Award Table









			
	Johnstown America Corporation	  	EXHIBIT A

 Management Incentive Plan 
 Computation of Return on Average Net Assets (RONA) 
 File: JACMIP95 
 (000) 
  

													
	 	  	1992

	 	 	1993

	 	 	1994 Est

	 	 	1995 Plan

	 
	 Operating Income
	  	4,375	 	 	12,432	 	 	10,282	 	 	35,354	 
					
	 Average net assets:
	  	 	 	 	 	 	 	 	 	 	 	 
	 Receivables
	  	6,053	 	 	16,450	 	 	38,109	 	 	52,920	 
	 Inventory
	  	27,834	 	 	22,864	 	 	30,131	 	 	37,317	 
	 Property plant & equipment
	  	27,472	 	 	28,155	 	 	32,413	 	 	37,421	 
	 Payables
	  	(24,719	)	 	(26,844	)	 	(39,083	)	 	(48,441	)
	 	  	
	
	 	
	
	 	
	
	 	
	

	 Average net assets
	  	36,640	 	 	40,625	 	 	61,570	 	 	79,217	 
					
	 RONA %
	  	11.94	%	 	30.60	%	 	16.70	%	 	44.63	%
					
	 RATC %
	  	6.98	%	 	22.16	%	 	17.88	%	 	57.56	%

  

	(1)	Operating income is computed after including appropriate bonus accrual 








 Johnstown America
Corporation                                      
                              EXHIBIT B 
 Management Incentive Plan 
 Bonus Rate Table 
 File: JACMIP95 
 (000) 
  

																										
	 	 	RONA Range

	 	 	 Bonus
 Rate (1)

	 	 	 Aggregate
Bonus
 Pool $ (2)

	    	Operating Income
$ Range (3)

	    	Bonus Pool $
as a % of
Operating Income

	 	 	EPS (4)


	 	 	Low

	 	 	Hi

	 	 	 	    	Low

	    	Hi

	    	Low

	 	 	Hi

	 	 	Low

	    	Hi


	 	 	98.000	%	 	101.999	%	 	205.0	%	 	2,475	    	77,633	    	80,801	    	3.19	%	 	3.06	%	 	4.66	    	4.85
	 	 	94.000	%	 	97.999	%	 	197.5	%	 	2,384	    	74,464	    	77,632	    	3.20	%	 	3.07	%	 	4.47	    	4.66
	 	 	90.000	%	 	93.999	%	 	190.0	%	 	2,294	    	71,295	    	74,463	    	3.22	%	 	3.08	%	 	4.28	    	4.47
	 	 	86.000	%	 	89.999	%	 	182.5	%	 	2,203	    	68,127	    	71,295	    	3.23	%	 	3.09	%	 	4.09	    	4.28
	 	 	82.000	%	 	85.999	%	 	175.0	%	 	2,113	    	64,958	    	68,126	    	3.25	%	 	3.10	%	 	3.90	    	4.09
	 	 	78.000	%	 	81.999	%	 	167.5	%	 	2,022	    	61,789	    	64,957	    	3.27	%	 	3.11	%	 	3.71	    	3.90
	 	 	74.000	%	 	77.999	%	 	160.0	%	 	1,932	    	58,621	    	61,788	    	3.30	%	 	3.13	%	 	3.52	    	3.71
	 	 	70.000	%	 	73.999	%	 	152.5	%	 	1,841	    	55,452	    	58,620	    	3.32	%	 	3.14	%	 	3.33	    	3.52
	 	 	66.000	%	 	69.999	%	 	145.0	%	 	1,750	    	52,283	    	55,451	    	3.35	%	 	3.16	%	 	3.14	    	3.33
	 	 	62.000	%	 	65.999	%	 	137.5	%	 	1,660	    	49,115	    	52,282	    	3.38	%	 	3.17	%	 	2.95	    	3.14
	 	 	58.000	%	 	61.999	%	 	130.0	%	 	1,569	    	45,946	    	49,114	    	3.42	%	 	3.20	%	 	2.76	    	2.95
	 	 	54.000	%	 	57.999	%	 	122.5	%	 	1,479	    	42,777	    	45,945	    	3.46	%	 	3.22	%	 	2.57	    	2.76
	 	 	50.000	%	 	53.999	%	 	115.0	%	 	1,291	    	39,609	    	42,776	    	3.26	%	 	3.02	%	 	2.38	    	2.57
	 	 	46.000	%	 	49.999	%	 	107.5	%	 	1,207	    	36,440	    	39,608	    	3.31	%	 	3.05	%	 	2.19	    	2.38
	 Plan level
	 	42.000	%	 	45.999	%	 	100.0	%	 	1,123	    	33,271	    	36,439	    	3.38	%	 	3.08	%	 	2.00	    	2.19
	 	 	38.000	%	 	41.999	%	 	90.0	%	 	1,011	    	30,102	    	33,270	    	3.36	%	 	3.04	%	 	1.81	    	2.00
	 	 	34.000	%	 	37.999	%	 	80.0	%	 	898	    	26,934	    	30,102	    	3.34	%	 	2.98	%	 	1.62	    	1.81
	 	 	30.000	%	 	33.999	%	 	70.0	%	 	786	    	23,765	    	26,933	    	3.31	%	 	2.92	%	 	1.43	    	1.62
	 	 	28.000	%	 	29.999	%	 	60.0	%	 	674	    	22,181	    	23,764	    	3.04	%	 	2.84	%	 	1.33	    	1.43
	 	 	26.000	%	 	27.999	%	 	50.0	%	 	561	    	20,596	    	22,180	    	2.73	%	 	2.53	%	 	1.24	    	1.33
	 	 	24.000	%	 	25.999	%	 	40.0	%	 	449	    	19,012	    	20,596	    	2.36	%	 	2.18	%	 	1.14	    	1.24
	 	 	22.000	%	 	23.999	%	 	30.0	%	 	337	    	17,428	    	19,011	    	1.93	%	 	1.77	%	 	1.05	    	1.14
	 	 	20.000	%	 	21.999	%	 	20.0	%	 	225	    	15,843	    	17,427	    	1.42	%	 	1.29	%	 	0.95	    	1.05
	 	 	18.000	%	 	19.999	%	 	10.0	%	 	112	    	14,259	    	15,843	    	0.79	%	 	0.71	%	 	0.86	    	0.95
	 	 	16.000	%	 	17.999	%	 	0.0	%	 	0	    	12,675	    	14,258	    	0.00	%	 	0.00	%	 	0.76	    	0.86

  

	(1)	Bonus rate to be applied to Individual Bonus Target 

  

	(2)	Bonus accrual amount based on level of RONA achieved 

  

	(3)	Assumes cummulative average net assets to be $75,000 

  

	(4)	Assumes cummulative average net assets to be $75,000 and tax rate to be 40% 









			
	Johnstown America Corporation	  	EXHIBIT C

 Management Incentive Plan 
 Individual Bonus Calculation 
 File: JACMIP95 
 (000) 
  

			
	Example:	  	 Operating income is $40,000

		
	 	  	 Average net assets for the year is $80,000

		
	 	  	 RONA equals
                            50%

		
	 	  	 Individual annual salary is $25,000 and is in Group C

		
	 	  	 Bonus rate factor (from Bonus Rate Table) is
            115%


  

			
	Calculation:	  	 

  

															
	 	  	 Base
 Salary

	  	X	  	 Group
 Bonus
 Award %

	  	X	  	 Company
 Bonus
 Rate

	  	=	  	 Individual
 Bonus
 Award


	 	  	25,000	  	 	  	10%	  	 	  	115%	  	 	  	2,875









			
	Johnstown America Corporation	  	EXHIBIT D

 Management Incentive Plan 
 Group Bonus Award Table 
 File: JACMIP95 
  

										
	 	  	 	  	 	  	Group Bonus Awards


	 Bonus Groups

	  	#
Employees

	  	Base
Salary

	  	% of
Base Salary

	 	 	Bonus
Award


	 Group A
	  	9	  	903,536	  	40%&50	%	 	380,415
	 Group B
	  	23	  	1,344,516	  	25	%	 	336,129
	 Group C
	  	98	  	3,608,160	  	10	%	 	360,816
	 Group D
	  	24	  	654,648	  	7	%	 	45,825
	 	  	 	  	
	  	 	 	 	

	 	  	 	  	6,510,860	  	17.3	%	 	1,123,185