exv10w2



 





Exhibit 10.2




CARBO CERAMICS INC.




PINNACLE TECHNOLOGIES, INC.

INCENTIVE COMPENSATION PLAN

FOR KEY EMPLOYEES

(EFFECTIVE JANUARY 1, 2008)




Section 1. Purpose.




     The purpose of the Incentive Compensation Plan for Key Employees (the “Plan”) is to: (a)
provide competitive levels of compensation to enable CARBO Ceramics Inc. (the “Company”) to attract
and retain high quality personnel to manage the business; and (b) provide a financial incentive for
managers and key employees that can directly influence business results to achieve corporate,
business unit, and individual goals.



Section 2. Administration.




          (a) The Plan shall be administered by the Compensation Committee (the “Committee”) of the
Board of Directors of the Company.




          (b) The Committee may, subject to the provisions of the Plan, establish, adopt or revise rules
and regulations relating to the Plan or take such actions as it deems necessary or advisable for
the proper administration of the Plan. The Committee shall have the authority to interpret the
Plan in its absolute discretion. Each interpretation made or action taken by the Committee
pursuant to the Plan shall be final and conclusive for all purposes and binding upon all
Participants (as defined in Section 3) or former Participants and their successors in interest.




          (c) The Committee may delegate any of its duties as administrator of the Plan to the President
and Chief Executive Officer or such other individual or individuals as it sees fit; provided that
the Committee shall not delegate its duties with respect to Awards (as defined in Section 4) to any
corporate or executive officer. For purposes of the Plan, the term “Committee” shall include any
person or persons to whom the Committee has delegated any of its duties.




          (d) Neither the Committee nor any member of the Committee shall be liable for any act,
omission, interpretation, construction or determination made in good faith in connection with the
Plan, and the members of the Committee shall be entitled to indemnification and reimbursement by
the Company in respect of any claim, loss, damage or expense (including, without limitation,
reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law.




Section 3. Eligibility.




     Awards may be granted only to key salaried employees of the Company who are selected for
participation in the Plan by the Committee. The President and Chief Executive Officer of the
Company shall be ineligible to receive any payments pursuant to the Plan. A qualifying employee
selected by the Committee to participate in the Plan shall be a “Participant” in the Plan.



 









 





Section 4. Awards.




     The Committee may grant performance-based awards (“Awards”) to Participants with respect to
the Company’s 2008 fiscal year (“Annual Awards”), or any quarter of the Company’s 2008 fiscal year
(“Quarterly Awards”) (each such fiscal year or quarter thereof, a “Performance Period”), subject to
the terms and conditions of the Plan. All Awards shall be settled in cash. All Awards will be
based on a Participant’s Incentive Payment Target, as detailed in Section 5, and up to three
Incentive Weights, as detailed in Section 6.



Section 5. Incentive Payment Targets.




     At the beginning of a Performance Period, the Committee shall establish incentive payment
targets (“Incentive Payment Targets”) for each eligible “Grade Position”. The Incentive Payment
Target shall be a percentage of the Participant’s base salary. Incentive Payment Targets will be
determined based on a review of: (i) the Company’s compensation philosophy; (ii) comparable
practices at companies with which the Company competes for labor; (iii) the level of responsibility
of each eligible position; and (iv) Company needs and objectives. The Incentive Payment Target
used to determine the actual Award paid shall be adjusted as set forth in Sections 6 and 7 (as
adjusted, the “Adjusted Incentive Payment Target”).



Section 6. Incentive Weights.




     At the beginning of a Performance Period, the Committee shall establish “Incentive Weights”
for each Grade Position. Incentive Weights are used to reflect the relative importance of each
performance category (e.g., individual, corporate or business unit) in the Participant’s total
incentive compensation opportunity. The sum of a Participant’s Incentive Weights will equal 100%.
Incentive Weights will be tiered by Grade Position.



Section 7. Performance Measures.




     Determination of Corporate Performance and Business Unit Performance. The portion of the
Incentive Payment Target attributable to corporate and/or business unit performance earned will be
based on a comparison of actual Net Income Before Tax (“NIBT”) for the Performance Period against
target NIBT performance goals for the Performance Period set forth in the Company’s business plan
for its 2008 fiscal year (“Target NIBT”).



Incentive Payment Targets for Corporate Performance:




	 	 	 	 
	% of Target NIBT	 	% of Incentive Payment Target Earned
	Less than 75%
	 	0.0%	 
	75%
	 	50%	 
	80%
	 	66.7%	 
	90%
	 	83.3%	 
	100%
	 	100%	 
	110%
	 	125%	 
	120%
	 	150%	 
	130%
	 	175%	 
	140% or above
	 	200%	 






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     Incentive Payment Targets for Pinnacle Technologies, Inc. Business Unit Performance:



	 	 	 	 	 
	% of Target NIBT	 	% of Incentive Payment Target Earned
	Less than 50%

	 	 	0.0	%
	50%

	 	 	25	%
	60%

	 	 	40	%
	70%

	 	 	55	%
	80%

	 	 	70	%
	90%

	 	 	85	%
	100%

	 	 	100	%
	110%

	 	 	120	%
	120%

	 	 	136	%
	130%

	 	 	152	%
	140%

	 	 	168	%
	150%

	 	 	184	%
	160%

	 	 	200	%






          If the actual percentage of Target NIBT achieved is in between the percentages of Target NIBT
identified in the table above, then the corresponding percentage of Incentive Payment Target Earned
will be calculated based on the straight-line relationship between the two percentages of Target
NIBT identified in the table immediately above and below the actual percentage of Target NIBT
achieved.




          (a) Determination of Individual Performance. The portion of the Incentive Payment Target
attributable to the Participant’s individual performance earned will be determined in accordance
with either (i) or (ii) below as determined by the Committee.





	 	(i)	 	Individual performance will be determined by the Participant’s
annual “Performance Appraisal Rating” in accordance with the following table:





	 	 	 
	Performance Appraisal Rating	 	% of Incentive Payment Target Earned
	5
	 	120%
	4
	 	100%
	3
	 	80%
	below 3
	 	not eligible






          Any Participant receiving a Performance Appraisal Rating of below 3 will be ineligible to
receive payment for any Award for the Performance Period. The portion of the incentive payment
that is based on individual performance will be paid regardless of the level of NIBT achieved by
the Company.





	 	(ii)	 	Alternatively, individual performance will be based on revenue
generation, NIBT, or other measures approved by the Committee and set forth in
individual performance plans developed by the Participant’s business unit




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	 	 	 	and approved by the Company in advance of the start of the Performance
Period. In order for the portion of the Incentive Payment Target
attributable to the Participant’s individual performance to be earned,
performance must meet or exceed a minimum acceptable level of performance
(“threshold”) of 75% of the applicable goal or, for growth oriented plans,
75% of the corresponding prior period(s) actual performance level.





Section 8. Awards.




          (a) Calculation. The Committee shall, promptly after the date on which the necessary
financial and other information for a particular Performance Period becomes available, certify the
extent to which performance measures for each relevant performance category have been achieved.
The Committee will calculate the actual Award payout for each Participant based on his or her
Adjusted Incentive Payment Target (as determined under Sections 6 and 7). (See Appendix A for an
example of an Award payment calculation. Appendix A is being provided for example purposes only.)




          (b) Payment.





	 	(i)	 	To be eligible to receive payment of an Annual Award, the
Participant must have remained in the continuous employ of the Company through
December 31, 2008. To be eligible to receive payment of a Quarterly Award, the
Participant must have remained in the continuous employ of the Company through
the date on which the Quarterly Award is paid.
	 
	 	(ii)	 	Awards will be paid as soon as administratively practical
following certification by the Committee of the extent to which the applicable
performance measures have been achieved with respect to a particular
Performance Period and the determination of the actual Awards by the Committee
in accordance with Sections 5, 6 and 7 and this Section 8. Notwithstanding the
foregoing, all payments made pursuant to the Plan shall be paid within 21/2
months following December 31, 2008.
	 
	 	(iii)	 	The Committee reserves the right to make year-end adjustments
(“true-up”) to the final Award earned for the applicable Performance Period in
order to ensure that the sum of the Quarterly Awards paid during the Company’s
2008 fiscal year is appropriate based on performance for the entire 2008 fiscal
year.
	 
	 	(iv)	 	In the event that a Participant’s Incentive Weights or
eligibility for Annual Awards or Quarterly Awards changes during the 2008
fiscal year, the Committee reserves the right to make such adjustments, as it
deems appropriate, to ensure that the individual’s total payment under the Plan
for the entire Performance Period appropriately reflects the Participant’s
contributions to corporate and/or business unit performance.





Section 9. General Provisions.




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          (a) No Rights to Awards or Continued Employment. No employee of the Company shall have any
claim or right to receive Awards under the Plan. Neither the Plan nor any action taken under the
Plan shall be construed as giving any employee any right to be retained as an employee by the
Company or to receive any incentive compensation awards in a subsequent year. No Awards for fiscal
year 2008 will be subject to mandatory deferral; however, the Company reserves the right at any
time to require mandatory deferral of incentive compensation paid for subsequent performance
periods if the Committee, in its discretion, determines that such deferrals are in the Company’s
best interests.




          (b) No Limits on Other Awards and Plans. Nothing contained in this Plan shall prohibit the
Company from establishing other special awards or incentive compensation plans providing for the
payment of incentive compensation to employees of the Company, including any Participants.




          (c) Withholding Taxes. The Company shall deduct from all payments and distributions under the
Plan any required federal, state or local governments tax withholdings.




          (d) Unfunded Status of Plan. The Company shall not have any obligation to establish any
separate fund or trust or other segregation of assets to provide for payments under the Plan. To
the extent any person acquires any rights to receive payments hereunder from the Company, such
rights shall be no greater than those of an unsecured creditor.




          (e) Effective Date; Amendment. The Plan is effective as of January 1, 2008. The Committee
may at any time and from time to time alter, amend, modify, suspend or terminate the Plan in whole
or in part if there is a material change in the nature of the business of the Company, in the
ownership or control of the Company, or if the Committee in its judgment determines that
continuation of the Plan would not be in the Company’s best interests as a result of a material
change in circumstances.




          (f) Governing Law. The Plan and the rights of all persons under the Plan shall be construed
and administered in accordance with the laws of the State of Delaware without regard to its
conflict of law principles.




          (g) Interpretation. In addition, any provision of the Plan or Award shall be automatically
modified and limited to the extent that the Committee determines necessary to avoid the imposition
of additional tax on Participants under Section 409A(a)(1)(B) of the Internal Revenue Code of 1986,
as amended.




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Appendix A




Example Award Calculation:




	 	 	 	 	 
	Incentive Payment Target (as a % of base salary)
	 	 	20	%
	 
	 	 	 	 
	Individual performance portion (Incentive Weight = 80% of total)
	 	 	 	 
	Performance appraisal rating  —  5
	 	 	 	 
	Incentive payment for individual performance — 120% of Target
	 	 	 	 
	(20% x 80% x 120%)
	 	 	19.2	%
	 
	 	 	 	 
	Corporate performance portion (Incentive Weight = 10% of total)
	 	 	 	 
	NIBT as a percent of Target NIBT  —  110%
	 	 	 	 
	Incentive payment for corporate performance — 125% of Target
	 	 	 	 
	(20% x 10% x 125%)
	 	 	2.5	%
	 
	 	 	 	 
	 
	 	 	 	 
	Business unit performance portion (Incentive Weight = 10% of total)
	 	 	 	 
	NIBT as a percent of Target NIBT  —  110%
	 	 	 	 
	Incentive payment for business unit performance — 120% of Target
	 	 	 	 
	(20% x 10% x 120%)
	 	 	2.4	%
	 
	 	 	 	 
	 
	 	 	 	 
	Adjusted Incentive Payment Target (as a percentage of base salary)
	 	 	24.1	%







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