exv10w13






Exhibit 10.13




BUCKEYE PARTNERS, L.P.




ANNUAL INCENTIVE COMPENSATION PLAN



(As Amended and Restated, Effective As Of January 1, 2010)



 









 





ANNUAL INCENTIVE COMPENSATION PLAN



Buckeye Partners, L.P., a Delaware limited partnership, hereby establishes the Buckeye Partners,
L.P. Annual Incentive Compensation Plan, as amended, effective as of January 1, 2010. 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; (b)
reward performance with pay that varies in relation to the extent to which the pre-established
performance goals are achieved; and (c) provide a mechanism by which under certain circumstances an
additional incentive payment may be made to Participants in Commercial Roles.




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 Earnings” shall mean, as to any specific Performance Period, the actual base earnings,
including overtime for non-exempt Employees, paid by the Partnership or Affiliate to a
Participant as an Employee at the end of the Performance Period. Base Earnings (a) shall not
be reduced by the amount, if any, of any salary or wage reduction contributions made to any
salary or wage 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, 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	 	“Commercial Roles” shall mean certain marketing and commercial roles with the Partnership or
an Affiliate as identified by the Investment Review Committee or the CEO, as applicable.
	 
	2.09	 	“Committee” shall mean the Compensation Committee of the Board, or such other committee as
determined by the Board.
	 
	2.10	 	“Employee” shall mean a regular full-time exempt or non-exempt employee of the Partnership,
General Partner or Affiliate; provided, however, that an Employee shall not include any
individual who is or becomes a member of a collective bargaining unit.
	 
	2.11	 	“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.
	 
	2.12	 	“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.
	 
	2.13	 	“General Partner” means Buckeye GP LLC, a Delaware limited liability company, and any
successor thereto.
	 
	2.14	 	“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.






	2.15	 	“Investment Review Committee” shall mean a committee of Employees designated by the CEO for
the purpose of reviewing and evaluating significant actual or potential transactions that may
be undertaken by the Partnership or its Affiliates.
	 
	2.16	 	“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.
	 
	2.17	 	“Partnership” means Buckeye Partners, L.P., a Delaware limited partnership, and any successor
thereto.
	 
	2.18	 	“Performance Goals” shall mean the Financial Performance Goals and/or 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.
	 
	2.19	 	“Performance Period” shall mean the Plan Year during which time the performance of
Participants shall be measured.
	 
	2.20	 	“Plan” shall mean the Buckeye Partners, L.P. Annual Incentive Compensation Plan, or if
hereafter amended or supplemented, as so amended or supplemented.
	 
	2.21	 	“Plan Year” shall mean the calendar year.
	 
	2.22	 	“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.
	 
	2.23	 	“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. Except for Actual Awards paid out
under Section 5.05, 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. Except for Actual Awards paid out under Section 5.05, 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 Participants in Commercial Roles. A high
degree of flexibility is appropriate in establishing Target Award Levels for Participants in
Commercial Roles. 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	 	Payment of Additional Actual Awards to Participants in Commercial Roles. In certain
business circumstances, the CEO, in consultation with the Investment Review Committee, may
recommend that certain Actual Awards should be paid to Participants in Commercial Roles that
are in excess of the Target Award Levels set forth on Exhibit B. An Actual Award paid
out under this Section 5.05 may exceed one hundred (100%) of Base Earnings but in no event
shall such Actual Award exceed two hundred (200%) of Base Earnings. Actual Awards paid out
under this Section 5.05 may be paid out over certain pre-established payment




 









 






	 	 	schedules and/or payment terms. For purposes of this Section 5.05 only, Actual Awards will
be determined by the CEO, in consultation with the Investment Review Committee, and
submitted to the Committee for review and final approval.






	5.06	 	Calculation of Actual Awards. Except for Actual Awards to be paid under Section 5.05,
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.
	 
	5.07	 	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.
	 
	5.08	 	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). Notwithstanding the foregoing, for the avoidance of doubt, all
Actual Awards paid out under Section 5.05 shall be subject to a substantial risk of forfeiture
until such Actual Awards are paid out.




 









 











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	 








 




			
	*	 	Actual Awards paid to Participants in Commercial Roles under Section 5.05 will be determined by
the CEO in consultation with the Investment Review Committee and presented to the Committee for
review and final approval.




 









 










EXHIBIT B




Target Award Levels




     A Target Award Level shall be determined for each Participant, based on the percentage of a
Participant’s Base Earnings, 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 Earnings.



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



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



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



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



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



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



     (8) Tier VIII Participant (All eligible non-exempt Employees): Actual Awards will be
discretionary for each Tier VIII Participant based on individual performance evaluations from a
pool equal to 5% of the aggregate Base Earnings of all Tier VIII Participants.



     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.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Allocation of	 	 
	Participant	 	 	 	 	 	Performance Goals to	 	Allocation of Financial
	Tier	 	Financial Performance Goals	 	Individuals Performance Goals	 	Target Award Level	 	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 on
performance
relative to
Performance Goal
targets
	 	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 of the
Participant’s
Business Unit and
25% against the
financial
performance of the
Consolidated
Entity.






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Allocation of	 	 
	Participant	 	 	 	 	 	Performance Goals to	 	Allocation of Financial
	Tier	 	Financial Performance Goals	 	Individuals Performance Goals	 	Target Award Level	 	Performance Goals
	 
	 	 	 	 	 	 	 	 
	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
within the
Partnership as
determined by the
Administrator and
25% against the
financial
performance of the
Consolidated
Entity.






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Allocation of	 	 
	Participant	 	 	 	 	 	Performance Goals to	 	Allocation of Financial
	Tier	 	Financial Performance Goals	 	Individuals Performance Goals	 	Target Award Level	 	Performance Goals
	 
	 	 	 	 	 	 	 	 
	Tier V

	 	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 V Participant
Financial
Performance Goals
shall be measured
100% against the
financial
performance of the
Consolidated
Entity, or 75%
against the
financial
performance of the
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
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
Business Unit and
25% against the
financial
performance of the
Consolidated
Entity.






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Allocation of	 	 
	Participant	 	 	 	 	 	Performance Goals to	 	Allocation of Financial
	Tier	 	Financial Performance Goals	 	Individuals Performance Goals	 	Target Award Level	 	Performance Goals
	 
	 	 	 	 	 	 	 	 
	Tier VIII

	 	To be determined by the Committee.
	 	Not Applicable.
	 	100% based on
Financial
Performance Goals 


The aggregate Tier
VIII bonus pool
will be adjusted
based on
performance
relative to
Financial
Performance Goal
targets. Team and
Individual Awards
will be
discretionary based
on achievement
levels.
	 	Depending upon the
Participant’s
primary job
responsibilities,
Tier VIII
Participant
Financial
Performance Goals
shall be measured
100% against the
financial
performance of the
Consolidated
Entity, or 75%
against the
financial
performance of the
Business Unit and
25% against the
financial
performance of the
Consolidated
Entity.