ex10-2.htm


    EXHIBIT 10.2

      LOJACK
CORPORATION

      ANNUAL
INCENTIVE PLAN

       

      THE
PLAN

       

      LoJack
Corporation, a Massachusetts corporation (the “Company”), previously adopted the
LoJack Corporation Cash Incentive Plan.  Effective as of January 1,
2010, the Company hereby amends and restates the LoJack Corporation Cash
Incentive Plan, which shall now be known as the LoJack Corporation Annual
Incentive Plan (the “Plan”).

       

      1.  Purpose

       

      The purpose of
this Plan is to advance the interests of the Company by providing a means to pay
performance-based short-term and long-term incentive compensation to those
employees upon whose judgment and efforts the Company is largely dependent for
the successful conduct of its operations.  It is anticipated that the
opportunity to earn such compensation will stimulate the efforts of those
employees on behalf of the Company, strengthen their desire to continue in the
service of the Company, and will prove attractive to promising new employees and
will assist the Company in attracting such employees.

       

      2.  Definitions

       

      As used in this
Plan and in connection with any Award, the terms set forth below shall have the
following meanings.

       

      (a)  “Award” means the opportunity
to earn compensation under this Plan, subject to the achievement of one or more
Performance Goals with respect to a Performance Period and such other terms and
conditions as the Committee may impose in its sole discretion.

       

      (b)  “Board” means the Board of
Directors of the Company.

       

      (c)  “Committee” has the meaning
specified in Section 3(a).

       

      (d)  “Company” has the meaning
specified in the first paragraph.

       

      (e)  “Participant” means any
employee of the Company or its Subsidiaries who has been granted an
Award.

       

      (f)  “Performance Goal(s)” means
one or more measures determined with respect to one or more of the following
metrics as applied to the Company and its Subsidiaries as a whole, or solely to
the Company or a Subsidiary, or a division or other unit of the Company or a
Subsidiary:  revenue; operating income; net income; basic or diluted
earnings per share; return on revenue; return on assets; return on equity;
return on total capital; total shareholder return; EBITDA; or working
capital.  Any such criteria

       


      
        
           


        

        
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      may be adjusted
to deviate from generally accepted accounting principles where such modified
definition is used by the Company or a Subsidiary in a contract.

       

      The Committee may
also, in its discretion, establish one or more Performance Goals that are unique
to the job of a particular Participant.

       

      The Committee
may, with respect to Participant specific and non-Participant specific
Performance Goals, exclude the effect of acquisitions or dispositions of
business units, restructuring charges, discontinued operations, extraordinary
items, cumulative effects of accounting changes, and other unusual or
nonrecurring items, and asset impairment and the effect of foreign currency
fluctuations, in each case as those terms are defined under generally accepted
accounting principles.

       

      (g)  The
“Performance Period”
for an Award means the period of time for the measurement of the extent to which
the applicable Performance Goals are attained.

       

      (h)  “Plan” means this LoJack
Corporation Annual Incentive Plan, as amended and in effect from time to
time.

       

      (i)  “Subsidiary” means a
corporation in which the Company directly or indirectly owns 25% or more of the
total combined voting power or value of all classes of stock or, in the case of
an unincorporated entity, a 25% or more interest in the capital and/or
profits.  A Subsidiary may be a U.S. domestic or foreign
entity.

       

      (j)  “Termination of Employment”
of a Participant means the termination of the Participant’s employment with the
Company and the Subsidiaries.

       

      3.  Administration

       

      (a)  Unless
the Board provides otherwise, this Plan shall be administered by the
Compensation Committee of the Board (the “Committee”).  The Committee
shall have full and final authority, in its discretion but subject to the
express provisions of this Plan, to determine the eligibility for Awards among
all Company and Subsidiary employees, establish the terms and conditions of
Awards including, without limitation, Performance Goals and the related
Performance Period, determine the extent to which Awards are actually earned,
determine the form of payment of any Award, interpret this Plan, and make all
determinations necessary or advisable for the administration of this
Plan.

       

      (b)  The
determination of the Committee on all matters relating to this Plan and all
Awards shall be made in its sole discretion, and shall be conclusive and
final.  No member of the Committee shall be liable for any action or
determination made in good faith with respect to this Plan or any
Award.

       

      4.  Eligibility

       

      Awards may be
granted to any employee of the Company or any Subsidiary.

       


      
        
           


        

        
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      5.  Establishment
of Awards

       

      (a)  Basic Terms of
Awards.  In connection with the grant of each Award, the
Committee shall (i) determine the Performance Goals (whether Participant
specific, Non-Participant specific, or some combination thereof) and Performance
Period applicable to the Award, (ii) establish the formula for determining the
amounts payable based upon achievement of the applicable Performance Goals,
(iii) determine the consequences for the Award of the Participant’s Termination
of Employment for various reasons or the Participant’s demotion or promotion
during the Performance Period, (iv) determine the form of payment of the Award,
and (v) establish such other terms and conditions for the Award as it may deem
appropriate.

       

      (b)  Establishment of Performance
Goals.  Non-Participant specific Performance Goals may take the
form of absolute goals or goals relative to the performance of one or more other
companies comparable to the Company or of an index covering multiple companies,
each as determined by the Committee in its discretion.  Participant
specific Performance Goals may be based on such criteria as the Committee shall
determine to be appropriate.

       

      If Performance
Goals are not fully achieved, the Committee may provide that less than 100% of
an Award may be paid.  The Committee may also, in its discretion,
reduce (including to $0) an Award based on any of the following
criteria:  extent to which objective financial measurements achieved
for the fiscal year satisfied the Company’s or Participant’s short-term or
long-term goals; shareholder confidence in the Company, as evidenced in part by
the Company’s stock price; and the overall performance and financial health of
the Company and its Subsidiaries.

       

      6.  Payment
of Awards

       

      The Committee
shall announce, generally no later than the close of the applicable Performance
Period, the form in which an Award will be paid, which may include all cash, all
Company stock, or any combination thereof.  To the extent Awards are
made in the form of stock, the Committee may use shares otherwise available for
issuance under the LoJack Corporation 2008 Stock Incentive Plan, or any similar
such plan or arrangement.

       

      Payment of an
Award shall only be made after determination by the Committee of the
Participant’s entitlement thereto under the Plan, except that the Committee may
at any time provide that achievement of Performance Goals will be waived in
whole or in part upon the death or disability of the Participant or other
Termination of Employment.  Any payment made to a Participant pursuant
to an Award shall be made no later than March 15 of the calendar year following
the last day of the applicable Performance Period provided the Participant
remains employed on the payment date (or the Participant’s death or disability
or other Termination of Employment, if applicable) and shall be subject to all
applicable federal, state, local, and foreign tax withholding.  The
Committee may, in its discretion, waive the requirement that the Participant
remain employed on the actual payment date.

       

      


       


      
        
           


        

        
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      7.  Miscellaneous
Provisions

       

      (a)  Non-Uniform
Awards.  The Committee’s Awards hereunder, including the terms
and conditions applicable thereto, need not be uniform and the Committee need
not treat similarly situated employees in a similar manner.

       

      (b)  Nontransferability.  Awards
granted hereunder shall not be assignable or transferable other than by will or
the laws of descent and distribution.

       

      (c)  Funding.  The
Company shall not be required to fund, or otherwise segregate assets to be used
for payment of, benefits under this Plan.

       

      (d)  No Employment
Rights.  Neither the establishment of this Plan, nor the
granting of any Award, shall be construed to (i) give any Participant the right
to remain employed by the Company or any of its Subsidiaries or to any benefits
not specifically provided by this Plan or (ii) in any manner modify the right of
the Company or any of its Subsidiaries to modify, amend or terminate any of its
employee benefit plans.

       

      (e)  Controlling
Law.  The law of the Commonwealth of Massachusetts, except its
law with respect to choice of law, shall be controlling in all matters relating
to this Plan.

       

      8.  Amendment
and Termination of this Plan and Awards

       

      The Board may
from time to time in its discretion amend or modify this Plan or terminate the
Plan without the approval of the stockholders of the Company; provided that
except as provided in the next sentence, no such amendment or termination shall
adversely affect any previously-granted Award without the consent of the
Participant.  Notwithstanding the foregoing, the Board may from time
to time amend this Plan, and the Committee may from time to time amend Awards,
without the consent of affected Participants to comply with applicable law,
stock exchange rules or accounting rules.

       

       

       

       

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