Exhibit
10.1


 


2003 ANNUAL INCENTIVE PLAN (AIP)


 


WHO PARTICIPATES:


Key executives designated
by the Chairman of the Board based on qualifying factors established by the
Organization and Compensation Committee (the Committee) of the Board of
Directors.


 


FUNDING THE AIP:


The company must achieve
a minimum of (amount) EPS for any funding of AIP awards, regardless of any
other financial or non-financial results or individual performance. If the
company achieves (amount) EPS, an additional 2% bonus will be made to employees
who are full year AIP participants. This amount will be paid before any other
financial payment above target. EPS must exceed (amount) for financial metric
payments above target to occur.


 


WHAT IS MEASURED - THE AIP COMPONENTS:


There are three financial
measurements, as well as the individual performance evaluation, which comprise
the 2003 AIP award opportunity.  The
financial metrics have been selected because they directly align with the
company’s overall goals and objectives: Net Earnings, Sales Growth, and Net
Working Capital. The individual performance evaluation is linked to the
achievement of your goals and objectives, as well as competency development,
established and measured through the Performance Success management process.


 


INDIVIDUAL AIP AWARD DETERMINATION:


Individual incentive
awards are determined by adding the percentages earned based on the level of
achievement for financial measurements and your individual performance
evaluation.  A pro rata incentive award
percentage is calculated for gradations between achievement levels for
financial results.  The sum of the
percentages is multiplied by your annual base pay as of December 23, 2003 to
arrive at your award amount.  For
participants with an individual performance rating of “Needs Improvement”, the
total incentive award (financial results and individual performance) may be
reduced by up to 100%.  Awards for
company financial performance may be reduced based on business unit performance
below target.


 


If the Company cannot
fully fund the AIP award based on financial performance, the Committee will
approve the method and timing of the payment, if authorized.


 


AIP ADMINISTRATION GUIDELINES:


The Committee administers
the AIP on behalf of the company. This responsibility includes interpretation
of the plan and the sole and absolute discretion to establish plan provisions,
performance measures, performance targets, specific award levels, payment
methodology and timing, and participation eligibility.  All Committee interpretations, determinations,
and actions will be final, conclusive and binding on all participants.  The Committee has authorized the Chairman of
the Board as its designee in matters of annual plan administration upon its
approval of performance measures and targets.


 


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AIP TERMS AND CONDITIONS:


1. All financial results
will be measured on an “as reported” basis with no adjustment for any effect of
currency fluctuations.


2. The Chairman of the
Board or his designee will adjust financial measurements and/or calculations as
appropriate for mergers, acquisitions, divestitures and/or other one-time or
special qualifying events identified as an exception.


3. To be eligible for an
AIP award, a participant must be in active pay status continuously through the
last company-scheduled workday of the year. 
Partial payments may be considered, at the full discretion of the
Committee or its designee, for retirees as defined by the company’s retirement
plan, who leave before the end of the plan year.


4. The Committee or its
designee may determine in its sole and absolute discretion, the status and
incentive award level for any participant whose responsibilities are changed,
and of any key employee who becomes eligible to participate in the plan after
the beginning of the performance period.


5. AIP awards are payable
either in cash or stock at the Committee’s discretion.


6. The Committee at any
time and from time to time may terminate, suspend, modify or amend the
plan.  Nothing in this plan or any award
granted shall confer on a participant any right to continue in the employ of
the company or interfere in any way with the right of the company to terminate
anyone’s employment.


 


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