exv10w21



 






Exhibit 10.21









ANNUAL INCENTIVE PLAN




Guidelines




KIRBY CORPORATION




As Amended Through
March 2, 2005





 








 







TABLE OF CONTENTS




	 	 	 	 	 
	Introduction

	 	 	2	 
	The Annual Incentive Plan

	 	 	3	 
	Performance Measurement Period

	 	 	3	 
	Eligibility

	 	 	3	 
	Plan Objectives

	 	 	4	 
	Performance Measures

	 	 	4	 
	Corporate and Business Group Weighting

	 	 	5	 
	Individual Bonus Targets

	 	 	6	 
	Annual Incentive Plan Concept

	 	 	6	 
	Performance Measures and Weighting

	 	 	7	 
	Performance Standards and Award Opportunities

	 	 	7	 
	Example Award Calculation

	 	 	8	 
	Administration

	 	 	9	 






1








 







Introduction



Kirby Corporation established its Annual Incentive Plan to focus employees on identifying
and achieving business strategies that will grow the business and lead to an increase in
shareholder value. The Annual Incentive Plan is also intended to reward superior performance by
employees, for their contributions toward achieving Kirby’s objectives. This program may be
offered, in whole or in part, to wholly owned subsidiaries of the Company, at the Company’s
discretion.



Certain aspects of this Bonus Plan are complex. Although these guidelines establish rules for Plan
operation, those rules may not work in all cases. Therefore, the Compensation Committee of the
Kirby Board of Directors shall have the discretionary authority to interpret, and if determined
appropriate, deviate from the Guide to insure that the awards are consistent with the Plan’s
purposes and the Company’s interests. All decisions by the Compensation Committee shall be final
and binding.



This Plan, or any part thereof, may be amended, modified, or terminated at any time, without prior
notice, by the Board of Directors or the Compensation Committee of the Company.



This Plan supercedes all prior annual incentive bonus plans or programs maintained by the Company.




2








 







The Annual Incentive Plan



The Annual Incentive Plan is an award for total Company performance, and for the performance
of our three Business Groups; Kirby Inland Marine, Kirby Engine Systems and Dixie Offshore
Transportation. Awards are 75% formula-driven and 25% driven by individual performance, and are
based on achieving Company, Business Group and individual performance objectives.




Performance Measurement Period



Performance is measured on a calendar year basis for the Annual Incentive Plan. The
Performance Period begins on January 1 and ends on December 31.




Eligibility





	•  	Generally, shore staff managerial employees in salary grades 15 and above, and all Wheelhouse
employees (Captains, Relief Captains and Pilots), will be eligible for consideration to be
participants. Selection for participation in the Plan will be based upon each position’s ability
to impact long-term financial results of the Company. Consequently, all employees in positions at
salary grades 15 and above might not be included in the Plan, and employees in positions below
salary grade 15 might be included.
	 
	•  	In order to be eligible to receive an award participants must be employed on the last day of the
Performance Period, and on the date bonuses are actually paid for the respective Performance
Period, unless their earlier termination is due to death, normal retirement1 or
disability1.
	 
	•  	It should also be noted that participation in the Bonus Plan in one year does not guarantee
participation in future years. Participants in the Plan will be notified annually of their
selection for participation.











	1	 	Normal retirement or disability as defined
for shore based employees in the Company’s Profit Sharing Plan, and as defined
for wheelhouse employees in the Vessel Pension Plan





3








 







Plan Objectives



The Annual Incentive Plan has five key objectives:





	 	•  	Provide an annual incentive plan that drives performance toward objectives critical to creating
shareholder value.
	 
	 	•  	Offer competitive cash compensation opportunities to key Kirby employees.
	 
	 	•  	Reward outstanding achievement among employees who can directly affect Kirby’s results.
	 
	 	•  	Assist Kirby in attracting and retaining high quality employees.
	 
	 	•  	Reflect both quantitative and qualitative performance factors in actual bonus payouts.





Performance Measures



The performance measures for the Annual Incentive Plan are:





	 	•  	EBITDA
	 	•  	Return on Total Capital
	 	•  	Earnings per share




Annual performance targets will be established for each measure based on Kirby’s projected budget,
and individual bonus payments will be based on a combination of Company performance and individual
performance.



Participants will receive 75% of their award based on Company performance in achieving the three
performance measures, with the remaining 25% based on an assessment of individual performance for
the year.



Each of the performance measures will have equal weight in calculating the bonus payout.




4








 







Corporate & Business Group Weighting



The Annual Incentive Plan bonus is calculated at the end of the year based on the performance
of Kirby and the performance of our three Business Groups, Kirby Inland Marine, Kirby Engine
Systems and Dixie Offshore Transportation, relative to objectives established at the beginning of
the year.



The award for Business Group employees will be primarily tied to Business Group performance, with a
defined portion tied to Company performance.



The award for Corporate employees will be tied entirely to total Kirby performance.




Annual Incentive Plan Calculation




	 	 	 	 	 
	 	 	Incentive Bonus Calculation %
	 	 	Kirby (Company)	 	Business Group
	All Corporate Employees
	 	100%	 	  0%
	Business
Group Employees (Inland,
Engine Systems and Offshore)
	 	  30%	 	70%
	Inland & Engine Systems Presidents
	 	  50%	 	50%







5








 







Individual Bonus Targets



Each participant will be assigned a bonus level which is based on competitive market
practices, as well as the employee’s ability to impact long-term Company performance. Market
practices will be determined using data from either general industry, the marine transportation
industry, or the diesel repair industry, depending upon the individual position being considered.
It is the Company’s intent that salary plus target annual bonus be positioned to provide a
competitive market opportunity for target performance.




Annual Incentive Plan Concept










6








 







Performance Measures and Weighting




	 	 	 
	Measure	 	Weight
	 

	n EBITDA (Earnings Before Interest, Taxes,
Depreciation and Amortization)
	 	33-1/3 %
	 

	n Return on Total Capital (Earnings before interest and
taxes divided by average shareholders equity
plus long-term debt)
	 	33-1/3 %
	 

	n Earnings per Share
	 	33-1/3 %
	 

	 
	 	100%






Performance Standards & Award Opportunities




	 	 	 	 	 	 	 
	Performance	 	 	 	Relationship to	 	% of Target
	Level	 	Definition	 	Budget	 	Earned
	Threshold
	 	Minimal acceptable performance for payout	 	80% of Budget	 	50%
	Target
	 	Expected performance at a stretch level	 	100% of Budget	 	100%
	Maximum
	 	Outstanding performance	 	120% of Budget	 	200%





Performance must be at least to Threshold to earn a bonus payment. To determine the percent
of the target bonus earned for percentages of budget not shown in the table, interpolate linearly
between the next lower and higher percentages of budget shown.




7








 







Example Award Calculation




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Performance Standards	 	 	 	Example Calculation	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Assumed	 	 	 	 	 	 	 	 	 	Weighted	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Actual	 	 	Percent	 	 	 	 	 	 	Percent	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Results	 	 	of Target	 	 	 	 	 	 	of Target	 
	Performance	 	Below	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(% Budget	 	 	Award	 	 	Objective	 	 	Award	 
	Objectives	 	Threshold	 	 	Threshold	 	 	Target	 	 	Maximum	 	 	 	Achieved)	 	 	Earned	 	 	Weight	 	 	Earned	 
	Percent of Target
Award Earned:
	 	 	0	%	 	 	50	%	 	 	100	%	 	 	200	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EBITDA(% Budget
Achieved)
	 	 	< 80	%	 	 	80	%	 	 	100	%	 	 	120	%	 	 	 	90	%	 	 	75	%	 	 	33-1/3	%	 	 	25	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Return on Total
Capital (% Budget
Achieved)
	 	 	< 80	%	 	 	80	%	 	 	100	%	 	 	120	%	 	 	 	110	%	 	 	150	%	 	 	33-1/3	%	 	 	50	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Earnings per Share
(% Budget Achieved)
	 	 	< 80	%	 	 	80	%	 	 	100	%	 	 	120	%	 	 	 	100	%	 	 	100	%	 	 	33-1/3	%	 	 	33.3	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Total Percent of Target Awards Earned for Bonus Pool:
	 	 	108.3	%







		
	n 	As shown in the exhibit, actual performance on each objective
results in a corresponding percent of target award earned.






		
	n 	The percents of target award earned for each objective are
then multiplied by the weight for the objective, producing a
weighted percent of target award earned for each objective.






		
	n 	The weighted percents of target award earned for all
objectives are summed to produce a total percent of target
awards earned. This factor, when multiplied by the target
bonus for a plan participant, equals 100% of the potential
bonus for the participant for the year.






		
	n 	75% of the potential bonus is paid to each participant.






		
	n 	Up to 25% of the potential bonus is awarded to each
participant based on individual performance.






8








 







Administration




Award Payout



A participant’s Final Award is paid out in cash within 90 days following the end of the Company’s
fiscal year, based on audited financials.





Eligibility Limitation



Unless otherwise provided for as a special circumstance (below), selected participants must be
employed by the Company on the last day of the Performance Period, and on the date bonuses are
actually paid for the respective Performance Period, in order to be eligible to receive a bonus
award.




Special Circumstances



Listed below are guidelines addressing termination and other events. The Committee will have the
sole authority to resolve disputes related to Plan administration. Decisions made by the Committee
will be final and binding on all participants.



New Employees. New employees hired after the beginning of a Performance Period who are selected
for participation in the Plan, will receive prorated awards for the then current Performance
Period, subject to the Termination of Employment restrictions.



Termination of Employment. If employment terminates before the end of the full Performance Period,
or before the date bonuses are actually paid for the respective Performance Period, as a result of
death, normal retirement3, or disability3, the participant (or the
participant’s heirs) will be entitled to receive a prorated award at the end of the Performance
Period, based upon base wages earned while employed during the Performance Period.



If employment terminates prior to the last day of the applicable Performance Period, or prior to
the date bonuses are actually paid for the respective Performance Period, for any reason other then
death, normal retirement3, or disability3, the participant will be ineligible
to receive an award.











3
Normal retirement or disability as defined for shore based employees in the Company’s Profit Sharing Plan, and as defined for wheelhouse employees in the Vessel Pension Plan.



9








 






Transfer. A participant who is transferred between business units of the Company will be entitled
to receive a weighted award based upon the time spent at each of the units. The weighted award is
calculated by adding (1) the participant’s prorated award for time spent at the first business
unit, to (2) the participant’s prorated award for time spent at the second business
unit4.



Promotions. A participant who is promoted or reassigned during any Performance Period, and whose
bonus target is subsequently increased or decreased, will be eligible to receive a weighted award.
The award is calculated by adding (1) the prorated award for service before the promotion or
reassignment, to (2) the prorated award for service after the promotion or
reassignment4.




Compensation Committee



The Compensation Committee has the responsibility for the overall governance and administration of the Plan. In fulfilling its duties, the Committee will be responsible for interpreting the Plan
and will rely on these guidelines in making all determinations that are necessary or advisable for
administration of the Plan.



In administering the Plan the Committee will, on an annual basis:





	 	•  	Approve the designation of Business Groups within the Company
	 
	 	•  	Approve the Performance Measures and the Threshold, Target and Maximum budget
performance levels
	 
	 	•  	Approve linkage for participants to Company and Business Group performance
	 
	 	•  	Approve the Bonus Levels for all participants whose salaries are at or above $100,000
	 
	 	•  	Approve the discretionary portion of the bonus for Section 16
officers (as that term is defined in Rule 16a-1(f) under the
Securities and Exchange Act of 1934).





President & CEO



The CEO will have primary
responsibility for recommending Plan guidelines to the Committee, and
for carrying out the administrative duties associated with annual
award calculations. The CEO will determine the discretionary portion of
the bonus for all participants except Section 16 officers and will
report his determinations to the Committee. In addition, the
Compensation Committee may delegate additional administrative duties to the CEO or any Company
officer.












4
Company and Business Group performance factors are calculated using performance for the entire Performance Period.





10








 







CFO



The CFO will be responsible for calculating performance under the Plan and recommending adjustments
to the performance objectives. In this capacity, the CFO will:






	 	•  	Provide annual reports to the Compensation Committee and the CEO on each Business
Group’s performance at the end of the Company’s fiscal year
	 
	 	•  	Maintain a financial information system that reports results on an estimated
quarterly and annual basis
	 
	 	•  	Coordinate with the Company’s auditors to properly recognize any accounting expense
associated with awards under the Plan
	 
	 	•  	Provide the VP of Human Resources with the performance results of each Business
Group as well as overall Company performance
	 
	 	•  	Calculate new Threshold, Target and Maximum performance objectives as required by
the Plan





VP of Human Resources



The VP of Human Resources will have primary responsibility for the day-to-day administration of the
Plan. In this capacity, the VP of Human Resources will:





	 	•  	Develop and recommend Target Award Guidelines and eligible participants for each
new Performance Period to the CEO for approval
	 
	 	•  	Coordinate communications with participants, including materials to facilitate
understanding the Plan’s objectives and goals
	 
	 	•  	Provide quarterly performance updates to Plan participants
	 
	 	•  	Calculate participants’ awards, using the performance factors provided by the CFO
	 
	 	•  	Process paperwork approving individual award payments





Business Group Presidents and Vice Presidents




Business Group Presidents and Vice Presidents will:





	 	•  	Recommend participants for each Performance Period
	 
	 	•  	Coordinate with the CFO to determine any significant changes in business conditions
for purposes of reviewing the Threshold, Target and Maximum performance objectives
	 
	 	•  	Insure that participants are informed of the actual award earned for each
Performance Period






11