exv10w37






EXHIBIT 10.37




FY 2011 R.G. BARRY

MANAGEMENT BONUS PLAN




OBJECTIVES





	•	 	Consistently achieve company and individual objectives.
	 
	•	 	Enhance ability to attract, recruit, and retain a top-notch professional management team.
	 
	•	 	Provide motivation through “win-sharing”.





PLAN SPECIFICATIONS





	1.	 	Participation Levels






	 	 	Selected exempt associates participate in the plan. The level of participation is determined by
the President/CEO and SVP, Human Resources based on a position’s impact on profits. A
general guideline is listed below.





	 	 	 
	Level	 	Position Level
	A

	 	President and CEO
	B*

	 	SVP, Finance/CFO
	B

	 	SVP’s
	C

	 	Vice Presidents
	D*

	 	Directors
	D

	 	Managers II
	E

	 	Managers I







	 	 	The base salary as of the end of the plan (fiscal) year is used for the purposes of calculating
bonus payments.
	 
	2.	 	Bonus Award Opportunity
	 
	 	 	Threshold, target and maximum bonus award levels as a percentage of base salary are established
by level. Target award opportunities correspond to market competitive bonus opportunities.





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Level	 	Threshold	 	Target	 	Maximum
	A
	 	 	25	%	 	Determined annually by Board of Directors	 	 	150	%
	B*
	 	 	17.5	%	 	 	 	 	80	%
	B
	 	 	12.5	%	 	 	 	 	66	%
	C
	 	 	10	%	 	 	 	 	40	%
	D*
	 	 	7.5	%	 	 	 	 	 	 	30	%
	D
	 	 	6.25	%	 	 	 	 	 	 	25	%
	E
	 	 	3.5	%	 	 	 	 	 	 	14	%







	3.	 	Performance Measurement
	 
	 	 	Award payouts will be determined based on the following determinants of performance.






	 	•	 	Company Objectives Performance
	 
	 	•	 	Individual Objectives Performance




 









 












	 	 	Poor individual performance (individual rating that “does not meet minimum expectations”) will
eliminate all payouts to that individual regardless of Team Member level.
	 
	 	 	Corporate Financial Objectives Performance below the threshold level will eliminate payout for
all plan participants.
	 
	4.	 	Performance Weighting by Group





	 	 	 	 	 	 	 	 	 
	 	 	Company	 	Individual
	 	 	Objectives	 	Objective
	Levels	 	Results	 	Results
	A/B
	 	 	100	%	 	 	N/A	 
	C/D/E
	 	 	50	%	 	 	50	%







	5.	 	Determining Goal Attainment






	 	•	 	Corporate Objectives are established annually. Objectives will be a combination of
financial and strategic initiatives. Measures are set by senior management. Measures are
approved, and degree of attainment is approved by the Compensation Committee.
	 
	 	•	 	Individual/Department Objectives are established annually by participants. Degree of
attainment is reviewed by Corporate Executive and approved by President/CEO, and are
described in quantitative, measurable terms.






	6.	 	Criteria for Participation






	 	•	 	Team Members must be actively employed by R.G. Barry at the close of the plan year.
	 
	 	•	 	New hires employed before December 31st of the plan year will participate on a pro-rated
basis. Persons hired after this date will participate in the following year. Exceptions
may be made by the President/CEO. For Team Members hired January 1st or after
in the plan year, participation levels and eligibility must be included in any
offer of employment letter, along with a start date of employment. The start date of
employment is the entry date of the new Team Member into the Management Bonus Plan.
	 
	 	•	 	Regarding pro-ration: Team Members hired or promoted into a Management Bonus Plan
eligible position from the first to the fifteenth of the month shall be considered to be
hired or promoted as of the first of the month. Team Members hired or promoted from the
sixteenth to the end of the month shall be considered to be hired or promoted as of the
first of the following month.
	 
	 	•	 	Review and approval of Management Bonus Plan levels will be the responsibility of the
President/CEO.
	 
	 	•	 	Communication of Management Bonus Plan levels and the Plan to individual participants
will be the responsibility of each Corporate Executive.
	 
	 	•	 	Team Members who are on Short Term Disability or a Leave of Absence on the last day of
the plan year (not actively at work) will receive a pro-rated Management Bonus Plan payment
upon their return to active full time work. Team Members who do not return to
active full time work will not receive a Management Bonus Plan payment without approval of
the Compensation Committee.




 









 












	 	•	 	In the event of a newly hired, promoted or transferred Team Member, the Corporate
Executive must complete a Participation Worksheet, sign it and have it approved by the
President/CEO in order to finalize participation.
	 
	 	•	 	Team Members who are promoted from one position to another may be eligible to have their
Management Bonus opportunity increased. A Participation Worksheet must be completed to
effect a change in categories. For purposes of calculating the payout, the higher
percentage will be given to the Team Member for the entire plan year.
	 
	 	•	 	Team Members who are employed by R.G. Barry at the close of the plan year under the
terms of the severance agreement will not be eligible to receive a payout unless
expressly stated in the terms of the agreement, and approved by the President/CEO.
	 
	 	•	 	Team Members who separate from R. G. Barry during a plan year for reasons of death or
Long Term Disability will not be eligible to receive a Management Bonus Plan
payment, unless approved by the Compensation Committee.