Exhibit 10.a

 

 

 

 

SPS TECHNOLOGIES, INC.

MANAGEMENT INCENTIVE PLAN

 

 

As Amended and Restated Effective April 29, 2003

 

 

 

 

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SPS TECHNOLOGIES, INC.

MANAGEMENT INCENTIVE PLAN

TABLE OF CONTENTS

  **PAGE**ARTICLE 1.
Purpose
1**ARTICLE 2.
Definitions
1**ARTICLE 3.
Participation for Less Than a Full Award Period
4**ARTICLE 4.
Fixing Performance Goals and Extent of Participation
5**ARTICLE 5.
Unfunded Arrangement
7**ARTICLE 6.
Formula for Calculation of Awards
7**ARTICLE 7.
Discretionary Awards
8**ARTICLE 8.
Normal Payment of Awards
8**ARTICLE 9.
Effect of Termination of Employment
8**ARTICLE 10.
Maximum Awards
9**ARTICLE 11.
Administration
9**ARTICLE 12.
Nonassignment or Segregation
11**ARTICLE 13.
Duration and Amendment
11**ARTICLE 14.
Not a Contract of Employment
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**SPS TECHNOLOGIES, INC.

MANAGEMENT INCENTIVE PLAN

Amended and Restated Effective April 29, 2003

l.     **Purpose.     **The purpose of the SPS Technologies, Inc. Management Incentive Plan is to further the profitable growth of SPS Technologies, Inc. by offering incentives to key management employees of the Company and its subsidiaries who are largely responsible for the Company's growth.  This incentive is to be accomplished by providing for awards determined from Corporate, Group or Business Unit financial results over the annual planning cycle.

2.     **Definitions.     **Unless the context otherwise requires, the following words as used herein shall have the following meanings:

       (a)     **"Plan" shall mean the SPS Technologies, Inc. Management Incentive Plan, as amended from time to time.
       (b)     **"Company" shall mean SPS TECHNOLOGIES, INC., a Pennsylvania Corporation, and its subsidiaries.**       (c)**     "Subsidiary" shall mean any corporation more than 50% of the issued and outstanding voting stock of which is owned, directly or indirectly, by the Company.
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       (d)     **"Group" shall mean that portion of the operations of the Company and its Subsidiaries designated as an Operating Group for internal financial reporting purposes.
       (e)     **"Business Unit" shall mean a discrete enterprise within a Group (for example, a plant, a sales office/warehouse location, or a product line manufacturing cell within a plant).
       (f)     **"Award Period" shall mean a calendar year, consistent with the Company's fiscal year. 
       (g)     **"Normal Retirement" shall have the same meaning ascribed to such term in the SPS Technologies, Inc. Retirement Income Plan.
       (h)     **"Early Retirement"  shall have the same meaning ascribed to such term in the SPS Technologies, Inc. Retirement Income Plan, except that Early Retirement status may be granted with the consent of the Board.
       (i)     **"Disability" shall mean a disability which qualifies a Participant for benefits under the SPS Technologies, Inc. Long Term Disability Plan or any other disability of a nature which, in the judgment of the Committee relying upon such professional advice as the Committee deems appropriate, under the circumstances, prevents a Participant from performing his or her employment obligation to the Company.  In the absence of fraud, the Committee's determination shall be conclusive. 
       (j)     **"Consolidated Operating Profit" shall mean the consolidated pre-tax, pre-interest earnings of the Company for the Award Period.**       (k)**     "Group or Business Unit Operating Profit" shall mean pre-tax, pre-interest earnings of a Group or Business Unit for the Award Period calculated on the internal basis of accounting. For non-U.S. locations, these results will be measured in units of local currency.  Local currency will be the functional currency for the business unit. 
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       (l)     **"Corporate Participant" shall mean an employee who has primarily Company-wide responsibilities and who is approved for participation in the plan by the Committee.
       (m)     **"Group Participant" shall mean an employee who has primarily only Group-wide responsibility and who is approved for participation in the plan by the Committee.
       (n)     **"Business Unit Participant" shall mean any employee who has primarily business unit responsibilities and who is approved for participation in the plan by the Committee. 
       (o)     **"Participant" shall mean any employee who is approved for participation in the plan by the Committee. 
       (p)     **"Committee" shall mean the Executive Compensation and Stock Option Committee of the Board of Directors.
       (q)     **"Annual Base Salary" shall mean:  (i) with respect to a Participant who is such as of the first day of an Award Period, the Annual Base Salary rate of such Participant in effect as of such first day; and (ii) with respect to a Participant who becomes such after the first day of an Award Period, the Annual Base Salary rate of such Participant in effect as of the day on which he becomes a Participant.
       (r)     **"Board of Directors" shall mean the Board of Directors of SPS Technologies, Inc., as may be constituted from time to time.**       (s)**     "Award Date" shall mean the date on which a Participant's award for an Award Period is paid to a Participant as authorized by the Committee, which date shall not be later than April 1 of the calendar year following an Award Period.
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       (t)     **"MIP Objective Sheet" shall mean a schedule prepared for each Participant that will include a statement of the individual's objectives for the year (including planned levels of achievement), the Participant's Annual Base Salary and the percentage of Annual Base Salary used to determine a Participant's maximum award.
3.     **Participation for Less Than a Full Award Period.**
       Award opportunity will be pro-rated with respect to any Participant who has been such for less than a full Award Period, subject to the following:

       (a)     If, during any Award Period, any employee not designated as a Participant at the beginning of such Award Period is either promoted, reassigned or employed (Entry) on or before September 30 of such Award Period, into a position where the Committee, in its sole discretion, deems it appropriate to include the employee as a Participant under the Plan, such person shall be deemed a Participant commencing:

              (i)     If the Entry becomes effective on or before the l5th of any month as of the first day of that month; or

              (ii)     If the Entry becomes effective on or after the l6th of any month, as of the first day of the next following month.

        (b)     If, during any Award Period, a Participant becomes ineligible by virtue of reassignment to a position where it is not deemed by the Committee, in its sole discretion, appropriate to include the employee as a Participant under the Plan (Exit) on or before September 30 of such Award Period, such person shall cease to be a Participant commencing:

                (i)     If the Exit becomes effective on or before the l5th of any month as of the first day of that month; or

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               (ii)     If the Exit becomes effective on or after the l6th of any month, as of the first day of the next following month.

       (c)     Any Entry or Exit occurring after September 30 of any Award Period shall be ignored, unless the Committee, in its sole discretion, deems it appropriate to consider inclusion of a Participant subsequent to September 30.

       (d)     Any pro-ration shall be made on the basis of the ratio of the number of months during the Award Period in which the employee was included as a Participant under the Plan to the total number of months in the Award Period.

4.     **Fixing Performance Goals and Extent of Participation.
       (a)     Awards under the Plan for each Award Period shall be based upon planned performance indicators for the Company, Group or Business Unit that shall be approved by the Committee from among the following factors:

(1)   For Corporate Participants:********************************************************************************