altair_8k-ex1001.htm


    EXHIBIT
10.1

     

    
      	 	
               

              
                innovation
      at work

              

            


    

     

    Certain
portions of this exhibit have been omitted pursuant to Rule 24b-2 and are
subject to a confidential treatment request. Copies of this exhibit containing
the omitted information have been filed separately with the Securities and
Exchange Commission. The omitted portions of this document are marked with a
***.

    


    Altairnano
2008 Incentive Bonus

    Plan
Document

    


    Purpose – The annual Incentive Bonus is
intended to compensate all regular employees for achieving pre-determined
individual (for Level 2 - 6 employees only) and corporate goals. The Bonus is a
key element of the Company’s total compensation plan for all employees. This
document outlines the scope and administration of the 2008 Incentive Bonus
Plan.

    


    Eligibility – All regular
employees are included in the plan. The extent of their participation is based
on their actual earned covered compensation for 2008. A participant must be an
employee on the date the bonus is paid to receive a bonus award. We do not
consider a bonus under this plan to be earned until the date it is paid. This
plan is not a contract and may be amended, eliminated or replaced at
Altairnano’s sole discretion.

    


    Overview
of Plan

    The 2008
Incentive Bonus Plan is based upon the Individual Employee and Total Company
Performance, equally weighted for Levels 2 – 6, 50% of Incentive Bonus
Opportunity based on Individual Employee Performance and 50% of Incentive Bonus
Opportunity based on Company Performance. The Incentive Bonus for Levels 7 –13
is based on 100% on Company Weighted Performance.

    


    The
Company Weighted Performance has four components:

     

    
      	
              Component

            	
              Target

            	
              Weighting

            
	 	 	 
	Total  Revenue 	
              $
      *** million

            	
              25%

            
	 	 	 
	Order Backlog 	
              $
      *** million

            	
              25%

            
	 	 	 
	Cash at Year End 	
              $
      *** million

            	
              45%

            
	 	 	 
	
              Safety 

            	
              ***
      OSHA Incidence Rate

            	
              5%

            


    

    


    The
Incentive Bonus is triggered when Employee Performance meets or exceeds 100% of
the individual objectives. The Incentive Bonus for Company Weighted Performance
is triggered when 100% of target performance is achieved, as well. The
multiplier achieved increases linearly from 100% to 150% for 100% to 125%
Performance, as illustrated below in Chart 1. Employee performance is capped at
125%; Company weighted performance is also capped at 125 %.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

    


     

    The
amount of the Incentive Bonus varies by Employee Level (Chart 2):

     

    
      	
              Employee
      Level

            	
              Incentive
      Bonus Opportunity

              (%
      of Employee Salary)

            
	
              Opportunity

            	
              Cash
      Payout

            	
              Stock  Payout

            
	
              2
      to 6

            	
              15%

            	
              100%

            	
              0%

            
	
              7
      to 8

            	
              25%

            	
              60%

            	
              40%

            
	
              9
      to 10

            	
              40%

            	
              60%

            	
              40%

            
	
              11
      to 12

            	
              60%

            	
              60%

            	
              40%

            
	
              13

            	
              80%

            	
              60%

            	
              40%

            


    

    


    Bonus Generation – The Bonus
Pool is determined after year-end when the audited financial results are made
available. The calculation of bonus will be made by the CFO or his designee,
confirmed by the independent auditor and approved by the Board Compensation,
Nominating and Corporate Governance Committee before distribution.

    


    The four
weighted components of the Company Performance are defined as:

    


    
      Total
Revenue – The total revenues recorded for 2008 in accordance with GAAP as
reported on the audited financial statements.

    

    


    
      Order
Backlog – The amount any customer is firmly committed to purchase during 2009 or
thereafter as set forth in any signed PO or contract, customer collaboration or
grant, measured at year-end in accordance with GAAP and SEC reporting
standards.

    

    


    
      Cash at
Year End – The sum of Cash and Cash Equivalents reported on the audited
financial statements at year end, net of any cash raised from the sale or
exercise of options, warrants and new issuance of shares.

    

    


    
      Safety –
The OSHA incidence rate for the Company as reported by
EH&S.

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Bonus Payout – There are
target payouts for each Level (Chart 2). Each employee may
receive more or less than the target payout for their Level. (However, the total
bonus pool award earned by the Company is not affected by these
adjustments.)

    


    Employees
for Levels 2 – 6 receive a cash payment; employees at Levels 7 – 13 (including
all executive officers) will receive payment as 60% cash and 40% ALTI stock
grant. The Compensation, Nominating and Corporate Governance Committee must
approve the overall Plan award and the individual awards for all executive
officers.

    


    The
number of shares issued is determined using the value weighted average price
(VWAP) of ALTI shares during the bonus earnings period of January – December
2008.  The Grant Date establishes the taxable value of the bonus stock
to the employee, regardless of the award date. An example follows.

    


    
      Chart
3
-  Payout Example – Assuming $25,000 bonus for a level 7
employee

    

    


    
      Bonus
Calculation

    

    
      	
              Cash
      Allocation at 60%

            	
              $15,000

            
	
              Stock
      Allocation at 40%

            	
              $10,000

            
	
              Total

            	
              $25,000

            
	 
      	 
      
	
              Stock
      Allocation

            	
              $10,000

            
	
              Divided
      by VWAP Price

            	
              $3.78

            
	
              Equals
      Number of Shares Granted

            	
              2,646

            


    

    


    Calculation
for Stock Grant Earnings

    
      	
              Taxable
      Shares Granted

            	
              2,646

            
	
              Closing
      Price on day prior to Grant Date (03/02/09)

            	
              x        $3.15

            
	
              Taxable
      Stock Value

            	
              $8,335

            


    

    


    Reported
Earnings (W2)

    
      	
              Gross
      Cash Distribution

            	
              $15,000

            
	
              Taxable
      Stock Value

            	
              $8,335

            
	
              Total
      Taxable Bonus Value

            	
              $22,335

            


    

    


    (note –
tax withholding on both earnings elements will be deducted from the cash
portion)

    


    Discretionary Bonus & Adjustments
– The Compensation, Nominating and Corporate Governance Committee may
also make discretionary bonuses from time to time if it determines, after
considering the total base salary, annual incentive bonus and equity-based
compensation to an employee(s), that the total compensation otherwise earned by
the employee(s) underrepresented the value or contribution of the employee(s)
during the year. Conversely, an employee may receive less than the target payout
for his or her level if the value or contribution of the employee during the
year was inadequate or inferior to what was expected from an employee in his or
her position.

    


    Disability, FMLA and Workers’
Comp – The intent of the Incentive Bonus Plan is to reward individual
performance and company performance contributions per the stated rules and
procedures in this document. If an eligible employee is absent from their
regular position due to FMLA, workers' compensation or disability, they are
still eligible for an earned award based on the pro-rata number of actual days
worked and the resultant covered compensation. Amounts of funds received from
Workers’ Compensation, disability insurance benefits or other sources are not to
be included in the calculation of earned covered compensation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Extraordinary Events
– In the event of a merger, consolidation, plan of exchange, acquisition
of property or stock, split-up, split-off, spin-off, reorganization or
liquidation to which Altair Nanotechnologies Inc. or the subsidiary for which
employee primarily provides services is a party, any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all,
or substantially all, of the assets of Altair Nanotechnologies Inc. or the
subsidiary for which employee primarily provides services, or the transfer by
one or more shareholders, in one transfer or several related transfers, of 50%
of more of the common shares outstanding on the date of such transfer (or the
first of such related transfers) to persons, other than wholly-owned
subsidiaries or family trusts,  who were not shareholders of the
Altair Nanotechnologies Inc. prior to the first such transfer (each, a
“Transaction”), the Board of Directors shall, in its sole discretion and to the
extent possible under the structure of the Transaction, select, prior to the
consummation of the Transaction, one of the following alternatives for treating
this incentive bonus plan: (a) this incentive bonus plan shall be remain in
effecting accordance with its terms; (b) this incentive bonus plan shall remain
in effect in accordance with its terms but shall be assumed (in total and/or
with respect to employees who primarily provide services to transferred
subsidiaries or business units) by the surviving corporation of any Transaction
(including, if applicable, the purchaser of a business unit or its assets); or
(c) any future accruals under this incentive bonus plan shall terminate as of
the consummation of the Transaction and all bonus components, target bonuses and
other aspects of this incentive bonus plan shall be pro-rated based upon the
number of days that have elapsed have elapsed in the calendar year.

     

    Example Scenarios – Several
example scenarios of Bonus Award calculation are illustrated as Chart 4.

    

      
        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                Scenario 1 - All
      Target Components are met at 100%

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                Objective

              	 
      	
                Actual

              	 
      	
                %

              	 
      	 
      	 
      	
                Weighted

              	 
      
	 
      	
                Criteria

              	 
      	
                ($
      in millions)

              	 
      	
                ($
      in millions)

              	 
      	
                Performance

              	 
      	
                Weighting

              	 
      	
                Performance
      %

              	 
      
	 
      	
                Total
      Revenue

              	
                (meet
      or exceed)

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                100.0%

              	 
      	
                25.0%

              	 
      	
                25.0%

              	 
      
	 
      	
                Order
      Backlog

              	
                (meet
      or exceed)

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                100.0%

              	 
      	
                25.0%

              	 
      	
                25.0%

              	 
      
	 
      	
                Cash
      at Year End

              	
                (meet
      or exceed)

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                100.0%

              	 
      	
                45.0%

              	 
      	
                45.0%

              	 
      
	 
      	
                Safety

              	
                (meet
      or less than)

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                100.0%

              	 
      	
                5.0%

              	 
      	
                5.0%

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                100.0%

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                Payout
      % (See calculation below)

              	 
      	
                100.0%

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                Employee
      at level 2-6 with 100% individual performance:

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                Weighting

              	 
      	
                Results
      %

              	 
      	
                %
      Target

              	 
      	 
      	 
      
	 
      	
                Company
      performance

              	 
      	 
      	 
      	
                50.0%

              	 
      	
                100.0%

              	 
      	
                50.0%

              	 
      	 
      	 
      
	 
      	
                Individual
      performance

              	 
      	
                100.0%

              	 
      	
                50.0%

              	 
      	
                100.0%

              	 
      	
                50.0%

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                100.0%

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                Opportunity
      level

              	 
      	
                15.0%

              	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                Total
      Bonus as % of earned compensation

              	
                15.0%

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                Employee
      at level 7-13 would earn their Opportunity % at

              	 
      	 
      	 
      	 
      	 
      	
                100.0%

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                Scenario 2 - Target
      Components in combination are above 100%

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                Objective

              	 
      	
                Actual

              	 
      	
                %

              	 
      	 
      	 
      	
                Weighted

              	 
      
	 
      	
                Criteria

              	 
      	
                ($
      in millions)

              	 
      	
                ($
      in millions)

              	 
      	
                Performance

              	 
      	
                Weighting

              	 
      	
                Performance
      %

              	 
      
	 
      	
                Total
      Revenue

              	
                (meet
      or exceed)

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                90.4%

              	 
      	
                25.0%

              	 
      	
                22.6%

              	 
      
	 
      	
                Order
      Backlog

              	
                (meet
      or exceed)

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                135.5%

              	 
      	
                25.0%

              	 
      	
                33.9%

              	 
      
	 
      	
                Cash
      at Year End

              	
                (meet
      or exceed)

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                120.0%

              	 
      	
                45.0%

              	 
      	
                54.0%

              	 
      
	 
      	
                Safety

              	
                (meet
      or less than)

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                96.5%

              	 
      	
                5.0%

              	 
      	
                4.8%

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                115.3%

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                Payout
      % (See calculation below)

              	 
      	
                130.0%

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                Employee
      at level 2-6 with 100% individual performance:

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                Weighting

              	 
      	
                Results
      %

              	 
      	
                %
      Target

              	 
      	 
      	 
      
	 
      	
                Company
      performance

              	 
      	 
      	 
      	
                50.0%

              	 
      	
                130.0%

              	 
      	
                65.0%

              	 
      	 
      	 
      
	 
      	
                Individual
      performance

              	 
      	
                125.0%

              	 
      	
                50.0%

              	 
      	
                150.0%

              	 
      	
                75.0%

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                140.0%

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                Opportunity
      level

              	 
      	
                15.0%

              	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                Total
      Bonus as % of earned compensation

              	
                21.0%

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                Employee
      at level 7-13 would earn their Opportunity % at

              	 
      	 
      	 
      	 
      	 
      	
                130.0%

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

    

     

    
      
        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                Scenario 3 - Target
      Components in combination are below 100%

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                Objective

              	 
      	
                Actual

              	 
      	
                %

              	 
      	 
      	 
      	
                Weighted

              	 
      
	 
      	
                Criteria

              	 
      	
                ($
      in millions)

              	 
      	
                ($
      in millions)

              	 
      	
                Performance

              	 
      	
                Weighting

              	 
      	
                Performance
      %

              	 
      
	 
      	
                Total
      Revenue

              	
                (meet
      or exceed)

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                90.4%

              	 
      	
                25.0%

              	 
      	
                22.6%

              	 
      
	 
      	
                Order
      Backlog

              	
                (meet
      or exceed)

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                130.3%

              	 
      	
                25.0%

              	 
      	
                32.6%

              	 
      
	 
      	
                Cash
      at Year End

              	
                (meet
      or exceed)

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                88.0%

              	 
      	
                45.0%

              	 
      	
                39.6%

              	 
      
	 
      	
                Safety

              	
                (meet
      or less than)

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                96.5%

              	 
      	
                5.0%

              	 
      	
                4.8%

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                99.6%

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                Payout
      % (See calculation below)

              	 
      	
                0.0%

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                Employee
      at level 2-6 with 100% individual performance:

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                Weighting

              	 
      	
                Results
      %

              	 
      	
                %
      Target

              	 
      	 
      	 
      
	 
      	
                Company
      performance

              	 
      	 
      	 
      	
                50.0%

              	 
      	
                0.0%

              	 
      	
                0.0%

              	 
      	 
      	 
      
	 
      	
                Individual
      performance

              	 
      	
                90.0%

              	 
      	
                50.0%

              	 
      	
                0.0%

              	 
      	
                0.0%

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                0.0%

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                Opportunity
      level

              	 
      	
                15.0%

              	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                Total
      Bonus as % of earned compensation

              	
                0.0%

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                Employee
      at level 7-13 would earn their Opportunity % at

              	 
      	 
      	 
      	 
      	 
      	
                0.0%

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

       

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                Scenario 4 - Company
      Target Components in combination are below 100% but Employee Target is
      above 100%

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                Objective

              	 
      	
                Actual

              	 
      	
                %

              	 
      	 
      	 
      	
                Weighted

              	 
      
	 
      	
                Criteria

              	 
      	
                ($
      in millions)

              	 
      	
                ($
      in millions)

              	 
      	
                Performance

              	 
      	
                Weighting

              	 
      	
                Performance
      %

              	 
      
	 
      	
                Total
      Revenue

              	
                (meet
      or exceed)

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                90.4%

              	 
      	
                25.0%

              	 
      	
                22.6%

              	 
      
	 
      	
                Order
      Backlog

              	
                (meet
      or exceed)

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                130.3%

              	 
      	
                25.0%

              	 
      	
                32.6%

              	 
      
	 
      	
                Cash
      at Year End

              	
                (meet
      or exceed)

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                88.0%

              	 
      	
                45.0%

              	 
      	
                39.6%

              	 
      
	 
      	
                Safety

              	
                (meet
      or less than)

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                96.5%

              	 
      	
                5.0%

              	 
      	
                4.8%

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                99.6%

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                Payout
      % (See calculation below)

              	 
      	
                0.0%

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                Employee
      at level 2-6 with 100% individual performance:

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                Weighting

              	 
      	
                Results
      %

              	 
      	
                %
      Target

              	 
      	 
      	 
      
	 
      	
                Company
      performance

              	 
      	 
      	 
      	
                50.0%

              	 
      	
                0.0%

              	 
      	
                0.0%

              	 
      	 
      	 
      
	 
      	
                Individual
      performance

              	 
      	
                115.0%

              	 
      	
                50.0%

              	 
      	
                130.0%

              	 
      	
                65.0%

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                65.0%

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                Opportunity
      level

              	 
      	
                15.0%

              	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                Total
      Bonus as % of earned compensation

              	
                9.8%

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                Employee
      at level 7-13 would earn their Opportunity % at

              	 
      	 
      	 
      	 
      	 
      	
                0.0%

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

    

     

    
      
        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                Payout %
      Calculation

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                Payout
      %  = mx + b

              	 
      	 
      	
                m =
      (Incentive Multiplier delta) / (Performance delta)

              	 
      	 
      	 
      	
                                    2.00

              	 
      
	 
      	 
      	 
      	 
      	
                x  =
      (Weighted Performance % results)

              	 
      	 
      	 
      	 
      	 
      	
                See
      scenarios above

              	 
      
	 
      	 
      	 
      	 
      	
                b  =
      ((Incentive Multiplier base) - m*(Performance Base))

              	 
      	 
      	 
      	
                                  (1.00)

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                Note:  Both
      Individual Employee Performance and Company Performance are
      identical.

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Incentive
      Multiplier base

              	 
      	
                100.0%

              	 
      	 
      	 
      	
                Performance
      base

              	 
      	 
      	 
      	
                100.0%

              	 
      
	 
      	
                Incentive
      Multiplier maximum

              	 
      	
                150.0%

              	 
      	 
      	 
      	
                Performance
      maximum

              	 
      	
                125.0%

              	 
      
	 
      	
                Incentive
      Multiplier delta (change)

              	 
      	
                                0.50

              	 
      	 
      	 
      	
                Performance
      delta (change)

              	 
      	
                                    0.25

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                Scenario 1

              	 
      	
                Scenario 2

              	 
      	
                Scenario 3

              	 
      	
                Scenario 4

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                 
      Weighted
      Performance % is as calculated     

              	
                100.0%

              	 
      	
                115.3%

              	 
      	
                99.6%

              	 
      	
                99.6%

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                Payout
      % calculation     

              	
                100.0%

              	 
      	
                130.6%

              	 
      	
                99.2%

              	 
      	
                99.2%

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                Payout
      % must be within Incentive Multiplier range

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                Payout
      % per plan

              	 
      	
                100.0%

              	 
      	
                130.6%

              	 
      	
                0.0%

              	 
      	
                0.0%

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

    

     

     

    Note
- Nothing in this Plan Document should be construed as a contract of employment
or otherwise alter the at-will nature of each participant’s employment with the
Company.