a6182308ex10n2.htm


    Exhibit 10-N-2

     

     

    Annual Incentive Compensation Plan Metrics for
2010

    


    


    On February 25, 2010, the Compensation Committee of the
Board of Directors of the Company approved the specific performance goals and
business criteria to be used for purposes of determining any future cash awards
for 2010 for participants, including executive officers, under the Company's
shareholder-approved Annual Incentive Compensation Plan (filed as Exhibit 10.2
to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2008).  For most participants, the performance criteria and weightings
to be used for 2010 under the plan include attaining specified levels
of:

     

    
      	
                

            	
              ●

            	
              total Company pre-tax profits*
  (30%),

            


    

     

    
      	
                

            	
              ●

            	
              relevant business unit pre-tax profits (including
      related financing profits)* (15%),

            


    

     

    
      	
                

            	
              ●

            	
              global Automotive operating-related cash flow*
      (30%),

            


    

     

    
      	
                

            	
              ●

            	
              relevant business unit cost performance
      (8.33%),

            


    

     

    
      	
                

            	
              ●

            	
              relevant business unit market shares (8.33%),
      and

            


    

     

    
      	
                

            	
              ●

            	
              relevant business unit quality metrics
      (8.33%).

            


    

     

    For some participants, including certain executive
officers, whose job responsibilities encompass multiple business units, the
performance criteria to be used for 2010 under the plan include attaining
specified levels of:

     

    
      	
                

            	
              ●

            	
              total Company pre-tax profits*
  (45%),

            


    

     

    
      	
                

            	
              ●

            	
              global Automotive operating-related cash flow*
      (30%),

            


    

     

    
      	
                

            	
              ●

            	
              total Company cost reductions
  (8.33%),

            


    

     

    
      	
                

            	
              ●

            	
              total Company market shares (8.33%),
    and

            


    

     

    
      	
                

            	
              ●

            	
              total Company quality metrics
  (8.33%).

            


    

     

    Based on
business performance results for 2010 against the targeted levels established
for each metric, the Compensation Committee will determine the percentage of the
target award that is earned, which could range between 0% and 200% depending on
actual performance achieved relative to the target
levels.


     

     

    * Excludes special items