EXHIBIT 10.2 - 2019 Award Formula Under 2019 Key Officers Incentive Plan





 EXHIBIT 10.2 

2019 AWARD FORMULA 
 FOR
THE 
 2019 KEY OFFICERS INCENTIVE PLAN 

The 2019 Key Officers Incentive Plan (the “Plan”) provides cash Awards to Participants based on achievement of Performance Objectives for a
specified Performance Period. Capitalized terms not defined in this document have the meaning ascribed under the Plan. 
 Participants in the Plan are the
Section 16 Officers of the Company. There are separate Award Formulas under the Plan for Corporate Participants and Profit Center Participants. Under both formulas, a Participant’s Award is calculated by reference to the Target Percentage
of the Participant’s base salary at the end of the Performance Period. The Award Formulas and each Participant’s Target Percentage are determined by the Committee. 

For the Performance Period commencing January 1, 2019 and ending December 31, 2019, Awards under the Plan will be determined by achievement of the
following Performance Objectives. 
  

							
	 Participant Type
	  	 Performance Objectives
	  	Relative
Weight	 
	 Corporate Participants1
	  	 Return on Capital Employed (ROCE)
	  	 	60	% 
		  	 Cash Flow
	  	 	20	% 
		  	 Individual Performance Goals (IPGs)
	  	 	20	% 
	 Profit Center Participants
	  	 Return on Capital Employed (ROCE)
	  	 	60	% 
		  	 Free Cash Flow (FCF)
	  	 	20	% 
		  	 Individual Performance Goals (IPGs)
	  	 	20	% 

  

	1 	 Chief Financial Officer Matthew C. Flanigan will not have IPGs in 2019, and his Performance Objectives will be
weighted 70% ROCE and 30% Cash Flow. 


 Award Formula for Corporate Participants 

ROCE and Cash Flow for Corporate Participants are calculated as follows: 
  

			
	 ROCE =
	  	 Earnings Before Interest and Taxes (EBIT)

		  	Net Property Plant and Equipment (PP&E) + Working Capital1,2

  

	1	 Quarterly averaging of Net PP&E and Working Capital 



	2	 Working Capital, excluding cash and current maturities of long-term debt, as presented on the Company’s
December 31, 2019 Consolidated Balance Sheet 















			
	Cash Flow	  	= Earnings Before Interest Taxes Depreciation and Amortization (EBITDA) ± Change in Working Capital1 + Non-Cash Impairments –
Capital Expenditures

  

	1	 Change in Working Capital, excluding cash and current maturities of long-term debt, from December 31, 2018
to December 31, 2019, as reflected on the Company’s Consolidated Balance Sheets 


 Achievement of ROCE and Cash Flow targets for
Corporate Participants is determined by the Company’s aggregate 2019 financial results. Financial results from acquisitions are excluded from calculations in the year of acquisition. Financial results from businesses divested during the year
will be included in the calculations; however, the ROCE and Cash Flow targets relating to the divested businesses will be prorated to reflect only that portion of the year prior to the divestiture. Financial results from businesses classified as
discontinued operations will be included in the calculations. Financial results will exclude (i) certain currency and hedging-related gains and losses, (ii) gains and losses from asset disposals, and (iii) items that are outside the
scope of the Company’s core, on-going business activities. 
 ROCE and Cash Flow shall be adjusted for all
items of gain, loss or expense for the fiscal year, as determined in accordance with standards established under Generally Accepted Accounting Principles, (i) from non-cash impairments; (ii) related
to loss contingencies identified in footnotes to the financial statements in the Company’s 2018 10-K; (iii) related to the disposal of a segment of a business; or (iv) related to a change in
accounting principle. 
 Achievement targets and payout percentages for Corporate Participants’ ROCE and Cash Flow are set forth below. No Awards are
paid for ROCE achievement below 30.5% or Cash Flow below $300 million. The ROCE and Cash Flow payouts are each capped at 150%. Payouts will be interpolated for achievement levels falling between those set out in the schedule. 

2019 Corporate Targets and Payout Schedule 
  

																	
	ROCE	 	 	 	 	  	Cash Flow	 
	 Achievement
	  	Payout	 	 	 	 	  	Achievement	 	  	Payout	 
	 < 30.5%
	  	 	0	% 	 				  	<$	300M	 	  	 	0	% 
	 30.5%
	  	 	50	% 	 	 	Threshold	 	  	$	300M	 	  	 	50	% 
	 37.5%
	  	 	100	% 	 	 	Target	 	  	$	375M	 	  	 	100	% 
	 44.5%
	  	 	150	% 	 	 	Maximum	 	  	$	450M	 	  	 	150	% 


  
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 The 2019 IPGs for each of the Corporate Participants were approved by the Committee on November 5,
2018. The Committee will determine the Corporate Participants’ achievement of the 2019 IPGs based upon the following payout schedule: 
  

					
	 Rating Scale
	  	Payout%	 
	 1   Did not achieve goal
	  	 	0	% 
	 2   Partially achieved goal
	  	 	50	% 
	 3   Substantially achieved goal
	  	 	75	% 
	 4   Fully achieved goal
	  	 	100	% 
	 5   Significantly exceeded goal
	  	 	Up to 150	% 

 Award Formula for Profit Center Participants 

ROCE and FCF for Profit Center Participants are calculated as follows: 
  

			
	 ROCE =
	  	 EBIT

		  	Net PP&E + Working Capital1, 2

  

	1	 Monthly averaging of Net PP&E and Working Capital, adjusted for currency effects. 



	2	 Working Capital excludes cash, current maturities of long-term debt, and balance sheet items not directly
related to on-going Profit Center activity, such as interest receivable and payable, income taxes receivable and payable, current deferred tax assets and liabilities, and dividends payable.



  

			
	 FCF =
	  	EBITDA (adjusted for currency effects) ± Change in Working Capital1 + Non-Cash Impairments – Capital Expenditures

  

	1	 Change in Working Capital from December 31, 2018 to December 31, 2019, excluding cash, current
maturities of long-term debt, and balance sheet items not directly related to on-going Profit Center activity, such as interest receivable and payable, income tax receivable and payable, current deferred taxes
assets and liabilities, and dividends payable. 


 Achievement of ROCE and FCF targets for Profit Center Participants is determined by
aggregate 2019 financial results for the Profit Centers for which the Participant is responsible. Financial results from acquisitions are excluded from calculations in the year of acquisition. Financial results from businesses divested during the
year will be included in the calculations; however, the ROCE and FCF targets relating to the divested businesses will be prorated to reflect only that portion of the year prior to the divestiture. Financial results from businesses classified as
discontinued operations will be included in the calculations. Financial results will exclude (i) results from non-operating branches, (ii) certain currency and hedging-related gains and losses,
(iii) gains and losses from asset disposals, (iv) items that are outside the scope of the Company’s core, on-going business activities or relating to any other special events or change in
business conditions, and (v) the impact of corporate allocations. 

  
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 ROCE and FCF shall be adjusted for all items of gain, loss or expense for the fiscal year, as determined in
accordance with standards established under Generally Accepted Accounting Principles, (i) from non-cash impairments; (ii) related to loss contingencies identified in footnotes to the financial
statements in the Company’s 2018 10-K; (iii) related to the disposal of a segment of a business; or (iv) related to a change in accounting principle. 

Financial results for each Profit Center may include a critical compliance adjustment, ranging from a potential 5% increase for exceptional safety performance
to a 20% deduction for critical compliance failures. 
 Achievement targets and payout percentages for the Profit Center Participant’s ROCE and FCF are
set forth below. No Awards are paid for achievement below 80% of the ROCE and FCF targets. The ROCE and FCF payouts are each capped at 150%. The payout will be interpolated for achievement levels falling between those set out in the schedule. 

 

									
	2019 Profit Center Targets	 
	 	  	ROCE Target	 	 	FCF Target	 
	 Residential + Industrial Products
	  	 	30.0	% 	 	$	225.2M	 

 2019 Profit Center Payout Schedule 

 

									
	 Achievement
	  	 	 	  	Payout	 
	 <80%
	  				  	 	0	% 
	 80%
	  	 	Threshold	 	  	 	60	% 
	 100%
	  	 	Target	 	  	 	100	% 
	 125%
	  	 	Maximum	 	  	 	150	% 

 The 2019 IPGs for the Profit Center Participant were approved by the Committee on November 5, 2018. The Committee will
determine the Profit Center Participant’s achievement of the 2019 IPGs based upon the following payout schedule: 
  

					
	 Rating Scale
	  	Payout%	 
	 1   Did not achieve goal
	  	 	0	% 
	 2   Partially achieved goal
	  	 	50	% 
	 3   Substantially achieved goal
	  	 	75	% 
	 4   Fully achieved goal
	  	 	100	% 
	 5   Significantly exceeded goal
	  	 	Up to 150	% 


  
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 Sample Calculation 

For Corporate and Profit Center Participants, the Award is calculated by multiplying the Participant’s salary, Target Percentage, the relative weight of
the Performance Objective, and the payout percentage for each Performance Objective. The sample calculation below assumes a Participant with a base salary of $500,000, a Target Percentage of 80%, a ROCE payout of 120%, a Cash Flow/FCF payout of 80%,
and an IPG payout of 100%: 
  

																					
	 Performance Objective
	  	Participant’s
Base Salary	 	  	Participant’s
Target%	 	 	Relative
Weight	 	 	Payout
Percentage	 	 	Award	 
	 ROCE
	  	$	500,000	 	  	 	80	% 	 	 	60	% 	 	 	120	% 	 	$	288,000	 
	 Cash Flow/FCF
	  	$	500,000	 	  	 	80	% 	 	 	20	% 	 	 	80	% 	 	 	64,000	 
	 IPGs
	  	$	500,000	 	  	 	80	% 	 	 	20	% 	 	 	100	% 	 	 	80,000	 
		  				  				 				 				 	  
	  
	 
	 Total Award:
	  				  				 				 	$	432,000	 


  
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