Exhibit 10.1


 


 


BUCKEYE
PARTNERS, L.P.


 


 


ANNUAL
INCENTIVE COMPENSATION PLAN


 

















 


ANNUAL
INCENTIVE COMPENSATION PLAN


 


Buckeye Partners, L.P., a Delaware limited partnership, hereby
establishes the Buckeye Partners, L.P. Annual Incentive Compensation Plan, effective
as of January 1, 2009.  The Plan
permits annual cash awards to Employees, based on the achievement of
pre-established Performance Goals.  The
Plan will remain in effect until terminated as herein provided.


 


ARTICLE
I.  PLAN PURPOSES


 


The purposes of the Plan are to (a) provide incentives to achieve
annual goals established for the Participants and the Partnership that are
considered important for organizational success; and (b) reward
performance with pay that varies in relation to the extent to which the
pre-established performance goals are achieved.


 


ARTICLE
II.  DEFINITIONS


 


The terms defined in this Article II shall, for all purposes of
this Plan, have the meanings herein specified, unless the context expressly, or
by necessary implication, requires otherwise:


 


2.01         “Actual Award”
shall mean the actual dollar amount paid to a Participant pursuant to the Plan.


 


2.02         “Administrator”
shall mean the Committee; provided, however, that the Chief Executive Officer
of the General Partner or his designee (the “CEO”) shall be the Administrator
with respect to certain responsibilities as more particularly set forth on Exhibit A.


 


2.03         “Affiliate” will have the meaning ascribed to such term in Rule 12b-2
of the General Rules under the Securities Exchange Act of 1934, as
amended.  Any reference to an Affiliate
in this Plan shall include an Affiliate of the Partnership or the General
Partner, as applicable, including Buckeye Pipe Line Services Company.


 


2.04         “Base Salary”
shall mean, as to any specific Performance Period, the actual base salary paid
by the Partnership or Affiliate to a Participant as an Employee at the end of
the Performance Period.  Base Salary (a) shall
not be reduced by the amount, if any, of any salary reduction contributions
made to any salary reduction plan or tax-qualified retirement plan; and (b) shall
be calculated exclusive of any payments under this Plan or other incentive
plans, programs or arrangements, bonus payments, overtime, severance payments,
or other special awards.


 


2.05         “Board”
shall mean the Board of Directors of the General Partner.


 

















 


2.06         “Business
Unit” shall mean the Pipeline Operations, Terminalling and Storage,
Natural Gas Storage, Energy Services, Buckeye Gulf Coast Operations, or any
other business unit as determined by the Administrator in its sole discretion.


 


2.07         “Code”
shall mean the Internal Revenue Code of 1986, as amended.  Reference in the Plan to any section of the
Code shall be deemed to include any amendment or successor provisions to such
section and any regulations under such section.


 


2.08         “Committee”
shall mean the Compensation Committee of the Board, or such other committee as
determined by the Board.


 


2.09         “Employee”
shall mean a regular full-time salaried exempt employee of the Partnership,
General Partner or Affiliate.


 


2.10         “Executive
Officers” shall mean the executive officers of the Partnership,
General Partner or Affiliate as defined in Rule 3b-7 of the Exchange Act
and as determined by the Administrator in its sole discretion.


 


2.11         “Financial Performance
Goals” shall mean Performance Goals based upon achievement of
certain financial criteria established by the Administrator in its sole
discretion.  The Financial Performance
Goals may be based on one or more financial criteria, including, but not
limited to, the following: EBITDA, unit price, earnings per unit, net earnings,
operating earnings, total capital spending, maintenance capital spending,
return on assets, total unit holder return, return on equity, growth in assets,
cash flow, market share, distribution growth, distributable cash flow, relative
performance to a comparison group, or strategic business criteria, including,
but not limited to, meeting specified revenue goals, business expansion goals,
cost targets or goals relating to acquisitions or divestitures.


 


2.12         “General
Partner” means Buckeye GP LLC, a Delaware limited liability company,
and any successor thereto.


 


2.13         “Individual
Performance Goals” shall mean Performance Goals based on the
attainment of individual business objectives and/or personal performance
objectives.  Individual Performance Goals
may include personal performance objectives and measures such as teamwork,
interpersonal skills, communication skills, employee development, project
management skills, and leadership, or individual business objectives such as
performance versus budget and attainment of safety, operational incident and
environmental goals.  The Individual
Performance Goals will be established by the Administrator in its sole
discretion or an immediate supervisor of a Participant to whom the
Administrator delegates such authority.


 


2.14         “Participant”
shall mean an Employee approved for participation in the Plan by the
Administrator.  Participants shall be
divided into Tiers as determined by the


 

















 


Administrator in its sole discretion and as set forth on Exhibit B.  Any Employee who is a participant in an
annual incentive or bonus plan for Lodi Gas Services, L.L.C. shall not be a
Participant in this Plan or entitled to any benefit herein.


 


2.15         “Partnership”
means Buckeye Partners, L.P., a Delaware limited partnership, and any successor
thereto.


 


2.16         “Performance
Goals” shall mean the Financial Performance Goals and Individual
Performance Goals applicable to each Participant, against which a Participant’s
performance shall be measured to determine if an Actual Award may be payable
under the Plan.


 


2.17         “Performance
Period” shall mean the Plan Year during which time the performance
of Participants shall be measured.


 


2.18         “Plan”
shall mean the Buckeye Partners, L.P. Annual Incentive Compensation Plan, or if
hereafter amended or supplemented, as so amended or supplemented.


 


2.19         “Plan Year”
shall mean the calendar year.


 


2.20         “Target Award
Level” shall mean the target incentive amount that may be paid to a
Participant, which is intended to reward performance at a certain established
targeted level based on the achievement of Performance Goals for the
Performance Period.


 


2.21         “Tier”
shall mean the category in which a Participant is placed for purposes of establishing
Target Award Levels and Performance Goals, as determined by the Administrator
in its sole discretion and as set forth on Exhibit B and Exhibit C.


 


ARTICLE
III.  CONSTRUCTION


 


3.01         Gender and Number.  The masculine pronoun whenever used in the
Plan shall include the feminine, and the feminine pronoun whenever used in the
Plan shall include the masculine, in each case as the context or facts may
require. Whenever any words are used herein in the singular, they shall be
construed as if they were also used in the plural in all cases where the
context so applies.


 


3.02         Captions.  The captions to the articles and sections of
this Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.


 


3.03         Severability.  In the event any provision of the Plan shall
be held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.


 

















 


3.04         Controlling Law.  The Plan and all related documents shall be
governed by and construed in accordance with the laws of the State of Delaware,
without regard to the conflict of law principles of any state.  Any persons or companies who now are or shall
subsequently become parties to the Plan shall be deemed to consent to this
provision.


 


3.05         No Right to Employment.  This Plan does not confer nor shall it be
construed as creating an express or implied contract of employment between any
Participant and the Partnership, General Partner or Affiliate or other party.
Nothing in the Plan shall interfere with or limit in any way the right of the
Partnership, General Partner or Affiliate to terminate any Participant’s
employment at any time, nor confer upon any Employee any right to continue in
the employment of the Partnership, General Partner or Affiliate.


 


ARTICLE
IV.  ELIGIBILITY AND PARTICIPATION


 


4.01         Eligibility.  In order to be eligible to participate in the
Plan for a Performance Period, except as set forth in Section 4.03, an
individual must be (a) an Employee; (b) hired before the commencement
of the last quarter of the Performance Period; (c) employed on the last
day of the Plan Year and (d) employed on the date an Actual Award is paid
as set forth herein.


 


4.02         No Right to
Participation.  No Employee shall
have a right to participate in the Plan, regardless of prior participation in
the Plan.


 


4.03         Status Change During
Performance Period.  Unless otherwise
determined by the Administrator in its sole discretion, a Participant will
forfeit his or her right to an Actual Award if the Participant is not employed
on the date an Actual Award is paid pursuant to Section 6.01.  Notwithstanding the foregoing, in the event a
Participant is employed for at least six (6) months during a Performance
Period, and the Participant dies, becomes disabled, or retires, the
Administrator, in its sole discretion, may grant a pro-rata award to such
Participant.


 


ARTICLE
V.  DETERMINATION OF AWARDS


 


5.01         Timing of
Establishment of Performance Goals. 
For each Performance Period, the Administrator shall establish
Performance Goals.  Performance Goals
will be allocated between Financial Performance Goals and Individual Performance
Goals so that the total allocation is one hundred percent (100%).  This allocation may change each Plan Year as
determined by the Administrator in its sole discretion.  The Individual Performance Goals and
Financial Performance Goals may change each Plan Year as determined by the
Administrator in its sole discretion.


 

















 


5.02         Target Award Level.
For each Performance Period, the Administrator shall establish a Target Award
Level for Participants that corresponds to the achievement of the Performance
Goals for the applicable Performance Period. 
Guidelines for Target Award Levels for Participants are set forth on Exhibit B
but the Administrator in its sole discretion may change the Target Award Levels
for Participants for each Performance Period. 
The established Target Award Level may vary for each Participant and
need not by uniform among each Tier.


 


5.03         Establishment of
Performance Goals.  Target Award
Levels and Performance Goals, including allocation between Financial
Performance Goals and Individual Performance Goals, will be established by the
Administrator in its sole discretion based on the principles set forth in Exhibit C.


 


5.04         Establishment of
Target Award Level for Marketing/Commercial Participants.  A high degree of flexibility is appropriate
in establishing Target Award Levels for Participants who are involved in
marketing or commercial activities.  As a
result, for each Performance Period, the CEO may recommend to the Administrator
a Target Award Level that will represent a bonus opportunity for such
Participants in excess of the guidelines set forth on this Exhibit B.  Actual Awards will be made from this
additional Target Award Level at the end of a Performance Period only in the
event the Administrator determines that a Participant has achieved results that
have had a positive, material impact on the financial performance of a Business
Unit, or the Partnership on a consolidated basis.


 


5.05         Calculation of Actual
Awards. For each Performance Period, the Administrator shall calculate an
Actual Award based on the performance of the Business Unit or Partnership, as
applicable, compared against the Financial Performance Goals and the Individual
Performance Goals of the Participant. 
The Administrator shall have sole discretion in establishing the amount
or percentage of a Participant’s Actual Award relative to the Target Award
Level based on the level of achievement of the Performance Goals for the
Performance Period.  Notwithstanding the
foregoing, the Administrator may establish minimum levels of achievement for
Performance Goals, below which no Participant shall receive an Actual Award.


 


5.06         Changes in Performance
Goals. Each Participant’s Actual Award shall be based on the Target Award
Levels established by the Administrator pursuant to Section 5.02, provided
that the Administrator may adjust Performance Goals to take into account
extraordinary or unanticipated circumstances or events.


 


5.07         Award Adjustments.  Actual Awards shall be discretionary, and no
Participant shall be entitled to an Actual Award under the Plan.  The Administrator shall have the sole
discretion to increase, reduce or eliminate the amount of a Participant’s
Actual Award otherwise payable under the Plan.


 
















 


ARTICLE
VI.  PAYMENT OF ACTUAL AWARDS


 


6.01         Timing and Form of
Payment.  No Participant shall be
vested in Actual Awards, nor Actual Awards made, prior to the end of the
applicable Performance Period.  A
Participant’s Actual Award shall be paid in cash as soon as practicable after
the end of the Performance Period.  To
the extent a Participant has a “legally binding right” (within the meaning of
Code Section 409A) to his Actual Award, such Actual Award shall be paid in
cash as soon as practicable after, and no later than, March 15th following the end of the calendar year in
which the Award is no longer subject to a “substantial risk of forfeiture”
(within the meaning of Code Section 409A).


 


ARTICLE
VII.  ADMINISTRATION


 


7.01         Administrator
Authority.  The Plan shall be
administered by the Administrator, which, in addition to the other powers set
forth herein, shall have the full power, subject to, and within the limits of
the Plan, to:


 


(a) make all determinations and
interpretations and approve all rules as may be necessary or advisable for
the administration of the Plan, including, but not limited to, those necessary
to resolve any ambiguities with respect to any of the terms and provisions of
the Plan;


 


(b) exercise all powers and perform such
acts in connection with the Plan as are deemed necessary or appropriate to
promote the best interests of the Partnership, General Partner or Affiliate;


 


(c) determine the size and types of
Target Award Levels and Actual Awards;


 


(d) determine the terms and conditions of
Target Award Levels and Actual Awards in a manner consistent with the Plan;


 


(e) construe and interpret the Plan and
any agreement or instrument entered into under the Plan;


 


(f) establish, amend or waive rules and
regulations for the Plan’s administration; and


 


(g) subject to the provisions of Article V,
amend the terms and conditions of any outstanding Target Award Levels to the
extent such terms and conditions are within the sole discretion of the
Administrator as provided in the Plan.


 

















 


7.02         Authorized Agents.
The Administrator may authorize any officer of the General Partner to execute
and deliver documents on behalf of the Administrator, including administrative
guidelines for this Plan.


 


7.03         Binding Decisions.  All determinations and decisions of the
Administrator as to any disputed question arising under the Plan, including
questions of construction and interpretation, shall be final, binding and
conclusive upon all parties.


 


ARTICLE
VIII.  AMENDMENT AND TERMINATION


 


8.01         The Administrator may amend,
suspend, or terminate the Plan or any portion thereof at any time.


 


ARTICLE
IX. MISCELLANEOUS


 


9.01         Nontransferability.  No right or interest of any Participant in
the Plan shall be assignable or transferable, or subject to any lien, directly,
by operation of law or otherwise, including, but not limited to, execution,
levy, garnishment, attachment, pledge and bankruptcy.


 


9.02         Tax Withholding.  The Partnership, the General Partner or
Affiliates, as applicable, shall have the right to deduct from all payments
under the Plan any foreign, federal, state or local income or other taxes
required by law to be withheld with respect to such payments.


 


9.03         Non-Uniform
Determinations.  The Administrator’s
determinations under the Plan (including without limitation, determinations of
the persons to receive Awards, the form, amount, and timing of such payments,
the terms and provisions of such payments, and the agreement evidencing same)
need not be uniform and may be made selectively among persons who receive, or are
eligible to receive, Actual Awards under the Plan, whether or not such persons
are similarly situated.


 


9.04         No Fund.  The Partnership shall have no obligation to
reserve or otherwise fund in advance any amounts which are or may in the future
become payable under this Plan. Any funds, which the Partnership acting in its
sole discretion determines to reserve for future payments under this Plan, may
be commingled with other funds of the Partnership and need not in any way be
segregated from other assets or funds held by the Partnership.


 


9.05         Successors.  All obligations of the Partnership under the
Plan shall be binding upon and inure to the benefit of any successor of the
Partnership, whether the existence of such successor is the result of a direct
or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Partnership.


 

















 


9.06         Other Plans.  Nothing contained in this Plan shall prevent
the Administrator or the Board from adopting other or additional compensation
arrangements, and such arrangements may be either generally applicable or
applicable only in specific cases.


 

















 


EXHIBIT A


 


Identity of Administrator


 


	
   

  	
   

  	
  Compensation Committee

  	
   

  	
  CEO

  	
   

  
	
  Subject-Matter Responsibilities

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Target Award Levels

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Executive Officers

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Other Participants

  	
   

  	
   

  	
   

  	
  X

  	
   

  
	
  Financial Goals

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Executive Officers

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Other Participants

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Individual Goals

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Executive Officers

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Other Participants

  	
   

  	
   

  	
   

  	
  X

  	
   

  
	
  Actual Financial Awards

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Executive Officers

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Other Participants

  	
   

  	
   

  	
   

  	
  X

  	
   

  
	
  Actual Individual Awards

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Executive Officers

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Other Participants

  	
   

  	
   

  	
   

  	
  X

  	
   

  



 

















 


EXHIBIT B


 


Target
Award Levels


 


A Target Award Level shall be determined for each Participant, based on
the percentage of a Participant’s Base Salary, which a Participant has the
opportunity to earn as an Actual Award for each Performance Period.  A Participant’s Target Award Level shall be
determined by the Administrator in its sole discretion based on a Participant’s
responsibility level or the position or positions held during the Performance
Period.  In establishing Target Award
Levels, the following guidelines shall apply, although the Administrator shall
have the sole discretion to establish different Target Award Levels for
individual Participants, or groups of Participants, within and among tiers:


 


(1)           Tier
I Participant (Executive Officers specified by the Committee): Target Award
Level shall be based on 100% of Base Salary.


 


(2)           Tier
II Participant (Executive Officers other than Tier I Participants): Target
Award Level shall be based on 50% of Base Salary.


 


(3)           Tier
III Participant (Grade 18 and higher other than the Executive Officers): Target
Award Level shall be based on 50% of Base Salary.


 


(4)           Tier
IV Participant (Grade 17): Target Award Level shall be based on 30% of Base
Salary.


 


(5)           Tier
V Participant (Grade 15 and 16): Target Award Level shall be based on 20% of
Base Salary.


 


(6)           Tier
VI Participant (Grade 12, 13 and 14): Target Award Level shall be based on 15%
of Base Salary.


 


(7)           Tier
VII Participant (All other eligible Employees): Target Award Level shall be
based on 10% of Base Salary.


 


If any Participant holds more than one position during the Performance
Period, then the Administrator may designate different Target Award Levels with
respect to each position and the Actual Award will be pro-rated to reflect (to
the nearest semi-monthly increment) the period during which such Participant
had each Target Award Level.


 

















 


EXHIBIT C


 


Establishment
of Performance Goals


 


The Administrator shall establish Target Award Levels on behalf of its
respective Participants based on their Tier and the applicable Performance
Goals as set forth in the table below.  A
Participant earns an Actual Award for a Performance Period based on the level
of achievement of the Performance Goals established by the Administrator
allocated between Financial Performance Goals and Individual Performance Goals
as set forth in the table below.  The
Financial Performance Goals will be measured against the financial performance
of a Participant’s Business Unit within the Partnership and/or the Partnership
on a consolidated basis.  The
Administrator in its sole discretion shall select the applicable Financial
Performance Goals and Individual Performance Goals for the respective
Performance Period from the table below.


 


	
  Participant

  Tier

  	
   

  	
  Financial Performance Goals

  	
   

  	
  Individuals Performance

  Goals

  	
   

  	
  Allocation of

  Performance Goals to

  Target Award Level

  	
   

  	
  Allocation of Financial

  Performance Goals

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tier I

  	
   

  	
  To
  be determined by the Committee.

  	
   

  	
  To
  be determined by the Committee.

  	
   

  	
  75%
  based on Financial Performance Goals

  

  25% based on Individual Performance Goals

  

  Bonus will be adjusted based on performance relative to Performance Goal
  targets

  	
   

  	
  Tier
  I Participant Financial Performance Goals shall be measured 100% against
  financial performance of the Partnership, as a consolidated entity (the
  “Consolidated Entity”).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tier II

  	
   

  	
  To
  be determined by the Committee.

  	
   

  	
  To
  be determined by the Committee.

  	
   

  	
  75%
  based on Financial Performance Goals

  

  25% based on Individual Performance Goals

  

  Bonus will be adjusted based

  	
   

  	
  Depending
  upon the Participant’s primary job responsibilities, Tier II Participant
  Financial Performance Goals shall be measured 100% against the financial
  performance of the Consolidated Entity, or 75% against the financial
  performance

  



 

















 


	
  Participant

  Tier

  	
   

  	
  Financial Performance Goals

  	
   

  	
  Individuals Performance

  Goals

  	
   

  	
  Allocation of

  Performance Goals to

  Target Award Level

  	
   

  	
  Allocation of Financial

  Performance Goals

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  on
  performance relative to Performance Goal targets

  	
   

  	
  of
  the Participant’s Business Unit and 25% against the financial performance of
  the Consolidated Entity.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tier III

  	
   

  	
  To
  be determined by the Committee.

  	
   

  	
  To
  be determined by the CEO.

  	
   

  	
  75%
  based on Financial Performance Goals

  

  25% based on Individual Performance Goals

  

  Bonus will be adjusted based on performance relative to Performance Goal
  targets

  	
   

  	
  Depending
  upon the Participant’s primary job responsibilities, Tier III Participant
  Financial Performance Goals shall be measured 100% against the financial
  performance of the Consolidated Entity, or 75% against the financial
  performance of the Participant’s Business Unit and 25% against the financial
  performance of the Consolidated Entity.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tier IV

  	
   

  	
  To
  be determined by the Committee.

  	
   

  	
  To
  be determined by the CEO.

  	
   

  	
  50%
  based on Financial Performance Goals

  

  50% based on Individual Performance Goals

  

  Bonus will be adjusted based on performance relative to Performance Goal
  targets

  	
   

  	
  Depending
  upon the Participant’s primary job responsibilities, Tier IV Participant
  Financial Performance Goals shall be measured 100% against the financial
  performance of the Consolidated Entity, or 75% against the financial
  performance of the Participant’s Business Unit and 25% against the financial
  performance of the Consolidated Entity.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tier V

  	
   

  	
  To
  be determined by the Committee.

  	
   

  	
  To
  be determined by the CEO.

  	
   

  	
  50%
  based on Financial Performance Goals

  

  50% based on Individual 

  	
   

  	
  Depending
  upon the Participant’s primary job responsibilities, Tier V Participant
  Financial Performance Goals shall be measured 100%

  



 

















 


	
  Participant

  Tier

  	
   

  	
  Financial Performance Goals

  	
   

  	
  Individuals Performance

  Goals

  	
   

  	
  Allocation of

  Performance Goals to

  Target Award Level

  	
   

  	
  Allocation of Financial

  Performance Goals

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Performance
  Goals

  

  Bonus will be adjusted based
  on performance relative to Performance Goal targets

  	
   

  	
  against
  the financial performance of the Consolidated Entity, or 75% against the
  financial performance of the Participant’s Business Unit and 25% against the
  financial performance of the Consolidated Entity.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tier VI

  	
   

  	
  To
  be determined by the Committee.

  	
   

  	
  To
  be determined by the CEO.

  	
   

  	
  50%
  based on Financial Performance Goals

  

  50% based on Individual Performance Goals

  

  Bonus will be adjusted based on performance relative to Performance Goal
  targets

  	
   

  	
  Depending
  upon the Participant’s primary job responsibilities, Tier VI Participant
  Financial Performance Goals shall be measured 100% against the financial
  performance of the Consolidated Entity, or 75% against the financial
  performance of the Partnership’s Business Unit and 25% against the financial
  performance of the Consolidated Entity.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tier VII

  	
   

  	
  To
  be determined by the Committee.

  	
   

  	
  To
  be determined by the CEO.

  	
   

  	
  50%
  based on Financial Performance Goals

  

  50% based on Individual Performance Goals

  

  Bonus will be adjusted based on performance relative to Performance Goal
  targets

  	
   

  	
  Depending
  upon the Participant’s primary job responsibilities, Tier VII Participant
  Financial Performance Goals shall be measured 100% against the financial
  performance of the Consolidated Entity, or 75% against the financial
  performance of the Participant’s Business Unit and 25% against the financial
  performance of the Consolidated Entity.