Incentive Plan



 Exhibit 10.24 
 

 
 Incentive Plan for 
 Home Office and Division 
 Employee Partners 
 2005 







 TABLE OF CONTENTS 
  


			
	 	  	Page
	 Introduction
	  	    3
		
	 Important Terminology
	  	    4-5
		
	 General Plan Policy and Procedures
	  	
		
	 Eligibility
	  	    6
	 Incentive Plan Guidelines
	  	    7
	 Administration
	  	    7-8
	 Schedule of Incentive Awards
	  	    8
		
	 Incentive Components
	  	
		
	 Home Office and Division Employee Partners
	  	
	 Financial Goals
	  	    9
	 Individual Performance Goals
	  	    9
		
	 Tables
	  	
	 1. Incentive Plans Summary Spreadsheet by group
	  	    10
	 2. ClubCorp Financial Goal Payout Scales
	  	    11
	 4. Division Financial and Membership Goal Scales
	  	    12
	 5. Individual Performance Goal Payout Scale
	  	    13
	 6. Individual Performance Definitions
	  	    14
	 7. Award Calculation Examples
	  	    15-16

  

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 INTRODUCTION 
 Congratulations on your participation in the Home Office and Division Employee Partner Incentive Plan. Your contributions are key to both your and the Company’s success. This is a comprehensive and competitive plan designed to use
financial incentives to reward those who meet and exceed expectations and cause results. 
 The purpose of this plan is to support the critical goals of the
Company by setting compensation targets that recognize levels of responsibility within the organization, consider external competitive factors and measure the caliber of performance as compared to pre-established and mutually agreed upon goals.

 The plan focuses on the following: 
  

	 	•	 	Financial and Membership Goals (set at the beginning of each year): 

  

	 	•	 	ClubCorp EBITDA versus the Budgeted Goal 

  

	 	•	 	Division Financial Performance versus the Budget Goal 

  

	 	•	 	Division Net ID/Fee and/or Total Dues Income versus Budgeted Goal 

  

	 	•	 	Other specific defined goals based on area of responsibility 

  

	 	•	 	Individual Performance Goals (Subjective review of individual performance - goals set individually for each half of the year.) 

 (See Table 1 for Incentive Plans Summary Spreadsheet by Group for specific details.) 
 The Company is committed to providing competitive compensation that adheres to: 
  

	 	•	 	Total compensation programs that strengthen the relationship between pay and performance by emphasizing at-risk components of pay consisting of annual and long-term incentives.


  

	 	•	 	At-risk components of pay to be dependant upon the successful achievement of specific financial and individual performance goals. 

  

	 	•	 	Base salaries to be targeted at the market median. 

  

	 	•	 	If desired results are achieved, total compensation to be paid at above market median levels 

 By working to impact these specific areas, you can contribute to your success, the success of your individual club and the Company, as well as increase your personal compensation. 
  

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 IMPORTANT TERMINOLOGY 
 “Actual Eligible Earnings” - Base pay, vacation, jury duty and other categories for regular wages paid during an incentive period. It does not include incentive/bonus awards, relocation, or other pay
not considered as part of regular wages. 
 “Annual” – Refers to a fiscal year. 
 “Award” - The incentive compensation paid (in cash) as a result of achievement from goals outlined in this plan. 
 “Base Pay Range” – The range serves as a guideline for each grade level and is determined based on the market base pay for a position
within that level from minimum to maximum. 
 “Blue Chip” Plan – The performance objectives expected from the position. 
 “Company” - ClubCorp, Inc. 
 “EBITDA”
– Earnings before Interest, Taxes, Depreciation and Amortization 
 “Employer” – Each affiliate, who is designated by the
Operations Committee as an Employer under this plan. 
 “GOP” - Gross Operating Profit represents Total Operating Revenue of an entity or
region less Total Operating Expenses as defined in the Company’s Statement of Operations. 
 “ID” – Initiation Deposits represent
the initial payment required to purchase a membership at a club. An ID is typically refundable in 30 years, may or may not be transferable and is supported by a signed contract and application. ID numbers are based on net of refunds. 
 “IF” - Initiation Fees represent an initial payment required to purchase a membership at a club. Amounts are typically non-refundable and
non-transferable. 
 “Incentive Period” - The period of time being measured for purposes of award determination. 
 “Incentive Plan” – The details outlined in this document, all tables and any amendments added from time to time, which supersede all prior
compensation and incentive plans. 
 “Incentive Potential” - The amount equal to a percentage of base pay that is variable in nature and is
awarded upon the achievement of financial goals measured annually and individual performance goals measured semi-annually. 
  

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 “Individual Performance Goals” – Calculated based on 60% Blue Chips and 40% Leadership
Competencies. 
 “Leadership Competencies” – Those leadership qualities that we expect to be modeled by all the leaders in our
organization. (Applicable to supervisory positions and above.) 
 “Level” - A designation assigned to each Home Office and Division
position based on a variety of different components of a position, i.e. responsibilities, accountabilities, level of impact to company, etc. 
 “Participant” - An Employee Partner of the Company or an Employer who is designated by the Operations Committee to become a participant in Incentive Plan program. 
 “Summary Plan Document” – (SPD) – A detailed document outlining the compensation plan for a specified position. 
 “Termination for cause” – Termination of employment related to violation of policy or policies of the Company or Employer. Includes engagement in
any act involving willful dishonesty, disloyalty, or infidelity against the Company or Employer. 
 “Total Dues Added” – All dues
earned by an entity, as defined in the Membership Sales Plan. Total Dues Added includes, Associate Gold Dues, Society Dues, Signature Gold, etc. 
 “Total Dues Income” – All dues earned by an entity as defined in the Company’s Statement of Operations. Total Dues Income includes Dues, Associate Gold Dues, Life & TAMS Dues Recognized and Society Net
Income. 
 “Total Dues Lost” - All dues removed or resigned from entity, as defined in the Membership Sales Plan. Total Dues Lost includes
loss of all dues categories. 
  

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 GENERAL PLAN POLICY & PROCEDURES 
 Information contained in this plan and promises made by management do not constitute an implied or expressed contract or binding agreement between Employer and
Employee Partner. The Operations Committee reserves the right to change, modify, alter or eliminate any incentive plan at any time. As of January 1, 2005, this Home Office and Division Employee Partner Incentive Plan supersedes all prior
management compensation or incentive plan documents. 
 The Home Office and Division Employee Partner Incentive Plan is designed to encourage focus on
the critical elements of the Home Office and Division positions and to recognize and reward company financial performance with unlimited incentive potential, as well as subjective individual performance incentive potential. 
 Eligibility 
  

	 	•	 	Home Office and Division Employee Partners can be participants in the Incentive Plan based on company grade level or otherwise appointed by the Operations Committee to be a
participant in the ClubCorp Incentive Plan. 

  

	 	•	 	Termination of employment (voluntary or involuntary) before the end of the incentive period will result in forfeiture of any award. 

  

	 	•	 	All Home Office and Division Employee Partners who complete the incentive period will be eligible for awards unless terminated for cause. 

  

	 	•	 	If a Home Office or Division Employee Partner changes responsibilities during the year, the award for each plan will be calculated based on the actual eligible earnings as of the
date of the change in each position. 

  

	 	•	 	Any Home Office or Division Employee Partners hired within 30 days of the end of an incentive period will not receive an award for that incentive period. Actual eligible earnings
during this time period will be added to the next incentive period and considered with the following periods award calculation. 

  

	 	•	 	Awards will be calculated based on the actual eligible earnings in the position. 

  

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 Incentive Plan Guidelines 

					
	


	BASE PAY                    	  		  	              INCENTIVE POTENTIAL

 The Incentive Plan is an additional amount paid based on a percentage of base pay. The actual award calculation
will be determined based on the actual eligible earnings in the position for the given incentive period. 
 Each Home Office and Division Employee
Partner’s position will have a grade level classification assigned. Home Office and Division positions will have guidelines for incentive potentials for each level based on the following table: 
  

				
	Incentive Targets *	 
		
	 Level 12+
	  	50	%+
		
	 Level 11
	  	40	%
		
	 Level 10
	  	30	%
		
	 Level 9
	  	25	%
		
	 Level 8
	  	20	%
		
	 Level 6 & 7
	  	10	%

  


	*	Targets are only guidelines and only applicable for eligible positions 

 All participants in the Home Office and Division Employee Partner Incentive Plan will receive an Individual Compensation Worksheet to define their Incentive Plan and the goals associated. 
 Administration 
 Awards will be calculated based upon actual
eligible earnings while in an eligible position and will consist of multiple components: achievement of financial, membership and/or other specific defined goals based on area of responsibility and individual performance goals. 
 Annual goals will be determined at the beginning of each fiscal year. Annual awards will be calculated following the completion of the fiscal year. 
  

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 Individual Blue Chips will be established at the beginning of each six-month period. A performance review of the
“Blue Chips” (60%), as well as the Leadership Competencies* (40%), will be completed and submitted following the review period to determine the award for the Individual Performance Goal. 
  


	*	Applicable to supervisory positions and above 

 Schedule of
Incentive Awards 
 Incentives awards are paid: 
  

	 	•	 	Annually for the financial, membership and other specific defined goals based on area of responsibility. 

  

	 	•	 	Semiannually for the Individual Blue Chips and Leadership Competencies (paid following the first half of the year and with the annual award for second half of year.)


  

	 	•	 	Based on actual eligible earnings in the position. 

 All incentive
awards are subject to federal, state and local taxes required by law and elected contributions to the investment plans (if applicable) to be withheld when paid. 
  

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 INCENTIVE COMPONENTS 
 The Home Office and Division Employee Partner Incentive Plan is divided between financial, membership and/or other specific defined goals based on area of responsibility and individual performance goals.
The incentive award will be based on achievement of goals in each category. Each goal is separate (independent) and the ability to achieve an award in one category does not affect the ability to achieve an award in
another category. See Table 1 for Incentive Plan Summary by Group details. 
 All goals will have a minimum threshold of
performance to achieve any award and the financial and some membership goal(s) will have an unlimited ability to increase the award for overachievement. Individual performance results have the ability to achieve up to 120% of incentive
potential. (See specific scales for details.) 
 Home Office and Division Employee Partners 
 Financial and Membership Goals (see Table 2.1 and Table 2.2) 
  

	 	•	 	All Home Office and Division Employee Partners will have one component of their Incentive Plan tied to the Budgeted ClubCorp EBITDA Goal set at the beginning of the fiscal year.


  

	 	•	 	Division Employee Partners and some Home Office Employee Partners will have a component based on Division financial performance, membership targets and/or other specific defined
goals based on area of responsibility. 

  

	 	•	 	Division Employee Partners and some Home Office Employee Partners may include a roll up of the division’s Net ID/Fee and/or Total Dues Income line as a component.


 Individual Performance Goals (see Table 2.3) 
 Employee Partner Individual performance goals will be established twice a year and reviewed following each six-month period. This component comprises a
portion of the annual Incentive Potential and the award (calculated based on actual eligible earnings) will be given following the six-month review. 
 The individual performance scores are calculated based on the two components below: (One score will be calculated based on each component score) 
  

	 	•	 	60% based on Blue Chip score 

  

	 	•	 	40% based on Leadership Competencies score * 

 (See
Table 3.1 for Performance score definitions) 
  


	*	Applicable to supervisory positions and above 

  

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 TABLE 1 
 INCENTIVE PLAN SUMMARY 
 BY GROUP 
  

									
	 Group
	  	 ClubCorp
EBITDA
	  	 Reporting Business
 Operating Unit
	  	*Individual
Performance
	 Operations Committee
	  		  		  		  	
	     CEO/President
	  	100%	  		  		  	
	     Other Ops Committee
	  	60%	  		  		  	40%
					
	 SVP Operations
	  	25%	  	 40%
 **Div GOP +
 Div Overhead
 and Society
	  	 10%
 Div ID/Fees and/or
 Net Total Dues
 Income
	  	25%
					
	 VP Operations/Sr Regional Managers
	  	25%	  	 40%
 **Div GOP +
 Div Overhead
 and Society
	  	 10%
 Div ID/Fees and/or
 Net Total Dues
 Income
	  	25%
					
	 Managing Directors (International)
	  	25%	  	 40%
 Div GOP +
 Div Overhead
	  	 10%
 Div ID/Fees and/or
 Net Total Dues
 Income
	  	25%
					
	 Director Financial Management and VP People Strategy
	  	25%	  	 25%
 **Div GOP +
 Div Overhead
 and Society
	  	 10%
 Div ID/Fees and/or
 Net Total Dues
 Income
	  	40%
					
	 Divisional Staff - Dom
	  	10%	  	 40%
 **Div GOP +
 Div Overhead
 and Society
	  	 10%
 Div ID/Fees and/or
 Net Total Dues
 Income
	  	40%
					
	 VP Membersip/Divisional Specialist, Membership/Sales
	  	5%	  	 10% Div
 GOP
	  	 60% Specific
 to area(s) of
 responsibility
	  	25%
	  	10%	  	 OR
 15%
	  	50%	  	25%
					
	 Regional Staff - Intl
	  	10%	  	50%	  	Specific Targets	  	40%
		  		  		  	Defined by MD	  	
					
	 Home Office Membership
	  	20%	  	40%	  	 Total Company
 Dues Added
	  	40%
	 Home Office Staff
	  	 Grades 7-9
 40%
	  		  		  	60%
					
	 (Incentive Eligible Positions)
	  	 Grades 10-12
 50%
	  		  		  	50%
					
	 Club Managers - Dom
	  		  	75%	  	 Combination of
 GOP, ID & Fees,
 Total Dues Inc.
	  	25%
					
	 Regional Club
 Managers - Dom
	  		  	50%	  	 Rollup of Reg GOP
 for specific clubs
	  	50%
					
	 Club Managers - Intl
	  		  	75%	  	 Specific Targets
 Defined by MD
	  	25%
					
	 Society Manager
	  		  	75%	  	 Budgeted Net Income
 & Net Dues
	  	25%



	*	Semi-Annual payout applies 


	**	Modified GOP scale used for Business and Sports clubs 

  

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 TABLE 2.1 
 CLUBCORP EBITDA 
 PAYOUT SCALES 
  

				
	 CLUBCORP EBITDA
	 
		
	 % of Budget
 Achieved
	  	 Incentive
 Payout
	 
	 Below 91%
	  	0	%
	             91%
	  	5	%
	             92%
	  	10	%
	             93%
	  	20	%
	             94%
	  	30	%
	             95%
	  	40	%
	             96%
	  	48	%
	             97%
	  	56	%
	             98%
	  	64	%
	             99%
	  	72	%
	           100%
	  	80	%
	           101%
	  	84	%
	           102%
	  	88	%
	           103%
	  	92	%
	           104%
	  	96	%
	           105%
	  	100	%
	           106%
	  	105	%
	           107%
	  	110	%
	           108%
	  	115	%
	           109%
	  	120	%
	           110%
	  	125	%
	           111%
	  	130	%
	           112%
	  	135	%
	           113%
	  	140	%
	           114%
	  	145	%
	           115%
	  	150	%
	
	Unlimited Potential	 

  

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 TABLE 2.2 
 DIVISION FINANCIAL AND MEMBERSHIP 
 GOAL 
 PAYOUT SCALES 
  

										
	DIVISION GOP & NET ID/FEES	 	 	TOTAL DUES INCOME	 
	 % of Budget
 Achieved
	 	 Incentive
 Payout
	 	 	 % of Budget
 Achieved
	 	 	 Incentive
 Payout
	 
	Below 91%	 	0	%	 	Below 91	%	 	0	%
	91%	 	3	%	 	91	%	 	3	%
	92%	 	6	%	 	92	%	 	6	%
	93%	 	11	%	 	93	%	 	11	%
	94%	 	18	%	 	94	%	 	18	%
	95%	 	25	%	 	95	%	 	25	%
	96%	 	36	%	 	96	%	 	36	%
	97%	 	47	%	 	97	%	 	47	%
	98%	 	58	%	 	98	%	 	58	%
	99%	 	69	%	 	99	%	 	69	%
	100%	 	80	%	 	100	%	 	80	%
	101%	 	84	%	 	101	%	 	90	%
	102%	 	88	%	 	102	%	 	100	%
	103%	 	92	%	 	103	%	 	103	%
	104%	 	96	%	 	104	%	 	107	%
	105%	 	100	%	 	105	%	 	110	%
	106%	 	103	%	 	106	%	 	114	%
	107%	 	107	%	 	107	%	 	117	%
	108%	 	110	%	 	108	%	 	121	%
	109%	 	114	%	 	109	%	 	124	%
	110%	 	117	%	 	110	%	 	128	%
	111%	 	120	%	 	111	%	 	131	%
	112%	 	124	%	 	112	%	 	135	%
	113%	 	127	%	 	113	%	 	138	%
	114%	 	131	%	 	114	%	 	142	%
	115%	 	135	%	 	115	%	 	145	%
	116%	 	138	%	 	116	%	 	149	%
	117%	 	142	%	 	117	%	 	152	%
	118%	 	145	%	 	118	%	 	156	%
		
	Unlimited Potential for GOP and up to 125%
of plan payout for Net ID/Fees	 
 	 	Unlimited Potential	 

  

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 TABLE 2.3 
 INDIVIDUAL PERFORMANCE GOAL 
 PAYOUT SCALES 
  

				
	 2005 Individual
 Performance Scale
	 
	Rating	 	Payout %	 
	Below 3.0	 	0	%
	            3.0	 	10	%
	            3.1	 	20	%
	            3.2	 	30	%
	            3.3	 	40	%
	            3.4	 	50	%
	            3.5	 	70	%
	            3.6	 	72	%
	            3.7	 	74	%
	            3.8	 	76	%
	            3.9	 	78	%
	            4.0	 	80	%
	            4.1	 	84	%
	            4.2	 	88	%
	            4.3	 	92	%
	            4.4	 	96	%
	            4.5	 	100	%
	            4.6	 	104	%
	            4.7	 	108	%
	            4.8	 	112	%
	            4.9	 	116	%
	            5.0	 	120	%

  

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 TABLE 3.1 
 INDIVIDUAL PERFORMANCE 
 RATING DEFINITIONS 
  

			
	 Rating
	  	 Description

	 4.6 - 5.0 Exceeding
 Expectations.
	  	Accomplishments are unique and superior to the standards for the position. Employee Partner has demonstrated consistent ability to go ‘above and beyond’ what is expected by creating
new ideas and taking the initiative to implement, without direction, impact to areas outside immediate scope of responsibility. Has added new value to projects serves as a role model and leader for peers to use as a resource.
		
	 4.0 – 4.5 Meeting All
 Expectations.
	  	Accomplishments demonstrate a sustained mastery of all facets of the position using good judgment and initiative, and producing outcomes that result in a high quality plan. Capable of additional
responsibilities with minimal amount of supervision required. Could be recognized as a leader among others.
		
	 3.5-3.9 Meeting Most
 Expectations.
	  	Accomplishes most objectives as outlined with acceptable quality and satisfactory outcomes. Doing a good job, and could require some additional development to achieve results of higher quality
and innovation.
		
	 3.0-3.4 Meeting Minimum
 Expectations
	  	Accomplishments meet some objectives with minimum acceptable quality and outcomes. Additional direction and development is required to improve performance in all areas of accountability to
achieve acceptable expectations.
		
	 2.0–2.9 Below
 Expectations
	  	Accomplishments meet some goals, but do not achieve the key requirements to reach minimal expectations. Additional effort is required to result in meeting expectations and improving beyond the
minimum. Requires direct counseling and a detailed development plan for improvement. Failure to improve or correct the overall performance within the next review period will result in prompt termination of employment.
		
	 Below 2.0
 Unsatisfactory
	  	Has not accomplished any goals or objectives, even with close supervision. Failure to improve or correct the overall performance immediately will result in prompt termination of
employment.

  

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 TABLE 4.1 
 INCENTIVE PLAN 
 AWARD CALCULATION EXAMPLES 
 Example #1 – Home Office Employee Partner Level 9 
  


				
	 ClubCorp
 EBITDA
 Budget
	  	ClubCorp
EBITDA
Actual
	 $200,000,000
	  	$	200,044,730

  

				
	 % Achievement of
Budget:                100.0% equals 80% payout
	  		
		
	 Home Office Staff Base Pay
	  	$	80,000
	 Incentive Potential
	  	 	25% of base
		
	 Annual Incentive Award Calculation:
	  		
		
	 EBITDA Achievement (40% of Incentive Potential)
	  	$	6,400
	 ($8,000 * 80%)
	  		
		
	 Semi-Annual Incentive Award Calculation (60% of Incentive Potential):
	  		
		
	 Incentive Period Jan-Jun with:
	  		
	 Blue Chip score of 3.5 (60%) and Leadership Competencies score of 3.8 (40%) to equal a combined rating of 3.60
(rounded)
	  	$	4,320
	 ($6,000 * 72%)
	  		
	 Incentive Period Jul-Dec with:
	  		
	 Blue Chip score of 3.9 (60%) and Leadership Competencies score of 4.1 (40%) to equal a combined rating of 4.0
(rounded)
	  	$	4,800
	 ($6,000 * 80%)
	  		
		
	 Annual Total Compensation Earned
	  	$	95,520

 (Example is assuming Home Office Employee Partner is a participant in the position for entire 12 months of
annual incentive period, dollar amounts given are earned as actual eligible wages and normal rounding principles are applied.) 
  

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 TABLE 4.2 
 INCENTIVE PLAN 
 AWARD CALCULATION EXAMPLES 
 Example #2 –Division Employee Partner 

													
	 	  	 GOP
 Budget
	 	 	 Net ID/Fee
 Budget
	 	 	 EBITDA
 Budget
	 
		  	$	10,900,000	 	 	$	1,100,000	 	 	$	160,964,000	 
				
	 	  	 GOP
 Actual
	 	 	 Net ID/Fee
 Actual
	 	 	 EBITDA
 Actual
	 
		  	$	12,030,000	 	 	$	1,140,700	 	 	$	161,000,000	 
				
	 % Achievement of Budget:
	  	 	110.4	%	 	 	103.7	%	 	 	100	%
	 % Achievement Rounded to:
	  	 	110.0	%	 	 	104.0	%	 	 	100	%
				
	 Division Employee Partner Base Pay
	  				 				 	$	80,000	 
	 Incentive Potential
	  				 				 	 	25% of base	 
				
	 Annual Incentive Award Calculation:
	  				 				 			
				
	 GOP Achievement (40% of Incentive Potential)
	  				 				 	$	9,360	 
	 ($8,000 * 117%)
	  				 				 			
	 Net ID/Fee Achievement (10% of Incentive Potential)
	  				 				 	$	1,920	 
	 ($2,000 * 96%)
	  				 				 			
	 ClubCorp EBITDA Achievement (10% of Incentive Potential)
	  				 				 	$	1,600	 
	 ($2,000 * 80%)
	  				 				 			
				
	 Semi-Annual Incentive Award Calculation (40% of Incentive Potential):
	  				 				 			
				
	 Incentive Period Jan-Jun with:
	  				 				 			
	 Blue Chip score of 3.5 (60%) and Leadership Competencies score of 3.8 (40%) to equal a combined rating of 3.60
(rounded)
	  				 				 	$	2,880	 
	 ($4,000 * 72%)
	  				 				 			
				
	 Incentive Period Jul-Dec with:
	  				 				 			
	 Blue Chip score of 3.9 (60%) and Leadership Competencies score of 4.1 (40%) to equal a combined rating of 4.0
(rounded)
	  				 				 	$	3,200	 
	 ($4,000 * 80%)
	  				 				 			
				
	 Annual Total Compensation Earned
	  				 				 	$	98,960	 

 (Example is assuming Division Employee Partner is a participant in the position for entire 12 months of annual
incentive period, dollar amounts given are earned as actual eligible wages and normal rounding principles are applied.) 
  

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