exv10wb



 






Exhibit 10.b.




Federal Signal Corporation

Management Incentive Plan–Detailed Specifications









The following Management Incentive Plan specifications provide a detailed description of a new
annual incentive bonus arrangement for Federal Signal Corporation executives. The plan will provide
key corporate and business unit executives an opportunity to earn an annual cash award based on the
level of achievement of specific “Economic Value” (“EV”) based goals over a 12-month period and
beyond.




	 	 	 
	Effective Date

	 	The effective date of the plan will
be January 1, 2005, and will replace
the annual bonus opportunity offered
under the existing Management
Incentive Plan.
	 
	 	 
	Performance Period

	 	The measurement period, for earning
an award under this Plan, will be 12
months in length, which will
correspond to the calendar year.
	 
	 	 
	General Plan Concept

	 	Specific EV goals will be
established for each 12-month
performance period (i.e., 3-year
goals stated in annual increments).
The level of achievement of the
preestablished EV goals by the end
of each year will determine the size
of the corresponding bonus earned by
each participant for that year. A
“carry-forward” feature will exist,
such that bonus dollars at or above
target not earned in any year can be
re-earned over the next two years
(50% in the first year, and the
remaining 50% in the second year).
	 
	 	 
	Eligibility

	 	Top executives and key contributors
at both the corporate and business
unit levels (i.e., approximately 244
incumbents) will be eligible to
participate in this Plan for 2005.
This includes corporate officers and
direct reports, and Group and
Business Unit Heads, Vice
Presidents, and specified managers.
	 
	 	 
	

	 	The Plan may be expanded in 2006 to
include all salary-exempt employees.
Further expansion is possible in
2007 to include all hourly
employees.
	 
	 	 
	Award Opportunities

	 	Minimum, target, and maximum award
opportunities will be established
for each participant level, as a
percentage of salary grade midpoint
for each grade.
	 
	 	 
	

	 	The minimum opportunity will be 50
percent of target and maximum will
be 200 percent of target (with
target being 100%).






 









 






	 	 	 
	Carry-Forward Opportunity

	 	If, in any 12-month bonus plan year,
the maximum bonus opportunity is not
earned, the difference between the
maximum opportunity and the actual
bonus earned, or the “carry-forward
opportunity” (“CFO”) can be
re-earned over the next two years by
achieving the corresponding goal
(i.e., target through maximum) in
those years. However, performance in
years 2 and 3 must be at or above
target for any amount to be earned.
Fifty percent of the US can be
earned in the immediately proceeding
year, with the remaining 50 percent
being re-earnable in the year
thereafter. If not re-earned in the
specified year, the opportunity
expires.
	 
	 	 
	

	 	Overlapping carry-forward
opportunities can exist if the
maximum bonus is not earned in
consecutive years.
	 
	 	 
	Performance Metrics/Goals

	 	EV will be the exclusive performance
measure and, thereby, the level of
achievement of the EV goal will
determine 100 percent of each
participant’s bonus.
	 
	 	 
	

	 	Every three years EV goals will be
established for a three-year period.
These
three-year goals should be
considered fixed, absent the
occurrence of any significant
unforeseeable events. The three-year
goal will be communicated to
participants in terms of three
annual goals. The level of
achievement of the annual goal will
determine the value of the earned
award each year.
	 
	 	 
	Weighting

	 	The level of achievement of the EV
goal will be weighted for corporate,
versus group, versus business unit
performance, dependent upon where
each participant is employed within
the organization.






 









 






	 	 	 
	Termination of Employment

	 	If a participant’s employment is
terminated due to normal retirement
(as defined under the Company’s
qualified retirement plan), death,
or permanent disability, at any time
prior to the end of the plan year in
which any annual bonus is otherwise
earned, the participant will receive
a pro rata payout of the actual
bonus earned, based on the number of
days actively employed during the
bonus plan year. This pro rata bonus
will be paid after the end of the
corresponding plan year, at the same
time active participants receive
their bonus payouts. If a
participant’s employment is
terminated for any other reason,
prior to the end of the plan year in
which any annual bonus is otherwise
earned, the participant shall not be
eligible to receive a payout for
that year.
	 
	 	 
	

	 	Notwithstanding the above, upon a
Change in Control and for two years
thereafter, if a participant’s
employment is terminated
involuntarily by the Company without
Cause, or voluntarily by the
participant for Good Reason, then
the participant shall receive a pro
rata portion of their target bonus
for the year of termination, within
ten calendar days of termination.
	 
	 	 
	

	 	“Cause” and “Good Reason” shall have
definitions identical to those
contained in the Executive
Change-in-Control Agreements.
	 
	 	 
	“Umbrella” Pool Plan Design

	 	The plan will be structured so that
payouts will be exempt from the
Internal Revenue Code Section 162(m)
“$1 million” nondeductibility rules.
To accomplish this exemption,
separate and distinct from the EV
plan design, a bonus pool will be
established annually (for the proxy
reported executives) based on a
single, fixed financial metric
(e.g., 1.5% of net income). The
Committee will then use “negative
discretion” to award bonuses based
on the EV performance criteria using
the actual minimum, target, and
maximum award opportunities by
position. As long as the actual
bonuses paid (using the EV criteria)
are less than the amount as
determined by the umbrella pool
approach, all payouts should be
exempt as being “performance based”
under Section 162(m).
	 
	 	 
	

	 	Note: This approach will require
shareholder approval of the umbrella
pool formula and maximum
opportunities for each proxy
reported participant, among other
details. These provisions will be
made a part of the long-term
incentive plan document (which also
will require shareholder approval
via the next proxy statement).
	 
	 	 
	Deferral of Bonus Dollars

	 	Executives who otherwise participate
in the Company’s voluntarily
deferral plan will be allowed to
voluntary defer all or any portion
of amounts earned under this bonus
plan, subject to properly executed
deferral elections.