Exhibit 10.1





 


HILLENBRAND, INC.

THIRD AMENDED AND RESTATED

SHORT-TERM INCENTIVE COMPENSATION PLAN

FOR KEY EXECUTIVES

(Effective as of October 1, 2021)


 


1.            Effective
Date and Purpose. Hillenbrand, Inc. (the “Company”) previously adopted
the Hillenbrand, Inc. Short-Term Incentive Compensation Plan for Key Executives (the “Plan”), effective as of
October 1, 2008, and restated the Plan as of October 1, 2013 and October 1, 2018. Effective as of October 1, 2021,
the Company hereby adopts this amended and restated version of the Plan with the changes referenced herein. The purpose of the Plan is
to advance the interests of the Company and its Subsidiaries by providing for annual bonuses to participating Employees based on the
achievement of pre-established objective performance goals, consistent with the Company’s compensation philosophy as may be adopted
from time to time. By linking a significant portion of the compensation of participating Employees to pre-established objective goals,
the Company more closely aligns the interests of its Employees with those of its shareholders.


 


2.            Definitions.
The following capitalized words as used in this Plan shall have the following meanings:


 


“Agreement”
means, with respect to any Participant, an employment, retention, change in control or severance agreement (or similar employment or
severance arrangement) between that Participant and the Company or a Subsidiary, or a retention, change in control or severance plan
or arrangement (other than the Plan) maintained by the Company or a Subsidiary that covers the Participant.


 


“Award Opportunity”
means a cash award opportunity established under the Plan for a Participant by the Committee pursuant to such terms, conditions, restrictions
and/or limitations, if any, as the Committee may establish, other than a Discretionary Bonus.


 


“Board”
means the Board of Directors of the Company.


 


“Cause”
means, (a) for a Participant with an Agreement that defines “cause” or a comparable term at the relevant time, the definition
in such Agreement, and (b) for all other Participants, the Committee’s good faith determination that the Participant has:
(i) failed or refused to comply fully and timely with any reasonable instruction or order of the Company or a Subsidiary, provided
that such noncompliance is not based primarily on the Participant’s compliance with applicable legal or ethical standards; (ii) acquiesced
or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude or is
otherwise illegal and involves conduct that has the potential to cause the Company or any Subsidiary or any of their respective officers
or directors embarrassment or ridicule; (iii) violated any policy or procedure of the Company or a Subsidiary applicable to the
Participant, including the Company’s Code of Ethical Business Conduct; or (iv) engaged in any act that is contrary to the
best interests of or would expose the Company, its Subsidiaries, their related businesses, or any of their respective officers or directors
to probable civil or criminal liability, excluding the Participant’s actions in accordance with applicable legal and ethical standards.


 






     


     


    

 


“Code” means
the Internal Revenue Code of 1986, as amended.


 


“Committee”
means the Compensation and Management Development Committee of the Board or such other committee of independent directors (within the
meaning of the applicable exchange listing standards) of the Board designated by the Board to administer the Plan, or if no committee
is designated, the entire Board.


 


“Company”
has the meaning given such term in Section 1 of this Plan.


 


“Disability”
means, (a) for a Participant with an Agreement that defines “disability” or a comparable term at the relevant time,
the definition in such Agreement, and (b) for all other Participants, the Committee’s good faith determination that the Participant
is eligible (except for the waiting period) for permanent disability benefits under Title II of the Federal Social Security Act.


 


“Discretionary Bonus”
has the meaning given such term in Section 7 of this Plan.


 


“Employee”
means any person employed by the Company or its Subsidiaries, whether such Employee is so employed at the time the Plan is adopted or
becomes so employed subsequent to the adoption of the Plan.


 


“Good Reason”
means, for a Participant with an Agreement, the definition given to such term or a comparable term in such Agreement at the relevant
time. If a Participant is not covered by an Agreement that defines “good reason” or a comparable term at the relevant time,
then the Participant shall have no right to terminate employment for Good Reason under this Plan.


 


“Participant”
means, as to any Performance Period, any Employee who is selected by the Committee to be eligible to participate in the Plan for that
Performance Period, as provided herein.


 


“Payout Formula”
means the formula established by the Committee for determining Award Opportunities for a Performance Period based on the level of achievement
of the Performance Objectives for the Performance Period.


 


“Performance Objectives”
means the measurable or subjective performance objective or objectives established pursuant to this Plan for Participants who have received
Award Opportunities. Performance Objectives may be described in terms of Company-wide objectives or objectives that are related to the
performance of a Subsidiary, division, business unit, department, region or function within the Company or Subsidiary in which the Participant
is employed or in terms of the performance of the individual Participant and may be based on the following criteria: revenues, earnings
from operations, operating income, income before taxes, net income, cash flow, earnings per share, return on total capital, return on
invested capital, return on equity, return on assets, total return to shareholders, earnings before or after interest, taxes, depreciation,
amortization or extraordinary or special items, return on investment, free cash flow, cash conversion cycle, cash flow return on investment
(discounted or otherwise), net cash provided by operations, cash flow in excess of cost of capital, operating margin, profit margin,
contribution margin, stock price, new customers, order intake, cost controls, operating efficiencies, product development, strategic
partnering, research and development, market penetration, geographic business expansion, cost targets, productivity, corporate value
and sustainability metrics (including, without limitation, environmental, social and governance matters), human capital metrics (including,
without limitation, employee satisfaction, management of employment practices, employee benefits, retention and safety), supervision
of litigation or labor negotiations, dealings with regulatory bodies, acquisitions or divestitures, customer satisfaction, program development,
strategic business criteria related to a Participant’s area or areas of responsibility, or other criteria established by the Committee.
The Performance Objectives may be made relative to the performance of other corporations or entities.


 






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“Performance Period”
means the Company’s fiscal year or such other period as determined by the Committee in its discretion, within which the Performance
Objectives relating to an Award Opportunity are to be achieved. The Committee may establish different Performance Periods for different
Participants, and the Committee may establish concurrent or overlapping Performance Periods.


 


“Plan” means
this Hillenbrand, Inc. Third Amended and Restated Short-Term Incentive Compensation Plan for Key Executives, as amended from time
to time.


 


“Qualified Termination”
means a termination of the Participant’s employment with the Company and its Subsidiaries on account of their (a) death, (b) Disability,
(c) Retirement, (d) involuntary termination without Cause, or (e) to the extent provided in their Agreement (if any) at
the relevant time, a voluntary resignation for Good Reason.


 


“Retirement”
means, with respect to a Participant, termination of the Participant’s employment with the Company and its Subsidiaries (other
than for Cause) after having (a) completed at least five years of continuous service with the Company and/or a Subsidiary and (b) reached
age fifty-five (55).


 


“Subsidiary”
means any corporation or other entity (including, but not limited to, partnerships, limited liability companies and joint ventures) controlled
by the Company.


 


3.            Administration.
The Committee shall be responsible for administration of the Plan. The Committee is authorized to interpret the Plan, to prescribe, amend,
and rescind regulations relating to the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests
of the Company and its Subsidiaries, and to make all other determinations necessary or advisable for the administration of the Plan,
but only to the extent not contrary to the express provisions of the Plan. In this regard, the Committee shall have no obligation to
treat Employees or Participants uniformly and the Committee may make determinations selectively among Employees or Participants in its
business judgment. Determinations, interpretations, or other actions made or taken by the Committee pursuant to the provisions of the
Plan shall be final, binding and conclusive for all purposes and upon all Employees and Participants. No member of the Committee shall
be liable for any such action or determination made in good faith.


 


4.            Eligibility.
The Committee, in its sole discretion, shall determine which Employees will be eligible to participate in the Plan and for which Performance
Periods. Unless otherwise determined by the Committee, participation shall be limited to Board-appointed officers of the Company who
are designated by the Board as “Section 16 officers.” An Employee who is a Participant for a given Performance Period
or who receives a Discretionary Bonus hereunder is neither guaranteed nor assured of being selected for participation in any subsequent
Performance Period or of receiving any further Discretionary Bonus.


 









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5.            Award
Opportunities.


 


a.            By
whatever date the Committee in its sole discretion determines, or absent a determination to the contrary, within 90 calendar days following
the beginning of each Performance Period, the Committee shall establish an Award Opportunity for each Participant in that Performance
Period, including the applicable Performance Objectives and Payout Formula. Each Performance Objective may be weighted by the Committee
to reflect its relative importance to the Company in the applicable Performance Period. The Payout Formulas, Performance Objectives and
weighting of the Performance Objectives need not be uniform with respect to any or all Participants. The Committee may also establish
Award Opportunities for newly hired or newly promoted employees without compliance with such timing and other limitations as provided
herein, which Award Opportunities may be based on performance during less than the full Performance Period and may be pro-rated in the
discretion of the Committee.


 


b.            Except
as otherwise may be provided pursuant to this Plan or an Agreement, any Award Opportunity will be forfeited automatically to the extent
that the Performance Objectives established by the Committee are not achieved during the applicable Performance Period. However, the
Committee may determine that only a threshold level relating to a Performance Objective must be achieved for Award Opportunities to be
paid under the Plan. Similarly, the Committee may establish a minimum threshold performance level, a maximum performance level, and one
or more intermediate performance levels or ranges, with target award levels or ranges that will correspond to the respective performance
levels or ranges included in the Payout Formula.


 


c.            The
Committee may in its sole discretion modify the Payout Formulas, Performance Objectives or the related minimum acceptable level of achievement,
in whole or in part, as the Committee deems appropriate and equitable (i) to reflect acquisitions and dispositions involving the
Company or one or more Subsidiaries, (ii) to reflect a change in the business, operations, corporate structure or capital structure
of the Company or its Subsidiaries, the manner in which it conducts its business, or other events or circumstances; (iii) in the
event that a Participant’s responsibilities materially change during a Performance Period or the Participant is transferred to
a position that is not designated or eligible to participate in the Plan; or (iv) in such other circumstances as the Committee may
determine, in its sole discretion.


 


6.            Determination
and Vesting of Award Opportunities.


 


a.            Following
the end of each Performance Period, the Committee shall determine whether and to what extent the Performance Objectives with respect
to each Participant for the applicable Performance Period have been achieved and, if such Performance Objectives have been achieved,
approve actual payment of each Award Opportunity under the Plan pursuant to the applicable Payout Formulas.


 









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b.            Except
as otherwise provided in Section 6(e) below, if a Participant incurs a Qualified Termination before payment of an Award Opportunity
for a Performance Period, then the Participant’s Award Opportunity, if any, shall first be determined in accordance with Section 6(a) above
based on actual performance for the entire Performance Period, and determined without regard to any discretionary adjustments that have
the effect of reducing payout (other than discretionary adjustments applicable to all Participants in that Performance Period who did
not terminate employment). If the Qualified Termination occurs (i) prior to the end of a Performance Period, then the interim payment
amount for that Performance Period (as determined pursuant to the preceding sentence) shall be multiplied by a fraction, the numerator
of which is the number of full weeks during which the Participant was employed by the Company or a Subsidiary during that Performance
Period, and the denominator of which is the number of whole weeks in the Performance Period, (ii) after the end of a Performance
Period, then the interim payment amount for that Performance Period (as determined pursuant to the preceding sentence) shall not be subject
to pro-ration. The Award Opportunity earned under this Section 6(b) shall be paid at the same time at which the Participant
would have been paid if the Qualified Termination had not occurred.


 


c.            Except
as otherwise may be provided in Section 6(b) above, or pursuant to an Agreement, a Participant shall forfeit, without further
action or notice, his or her right to payment of any Award Opportunity earned for a Performance Period if the Participant does not remain
continuously employed with the Company or a Subsidiary until the date that the Award Opportunity is paid.


 


d.            Notwithstanding
anything contained in Sections 6(a) or 6(b) of this Plan to the contrary, the Committee may, in its sole discretion, and without
the consent of any Participant or other person, reduce the resulting Award Opportunity otherwise payable to any Participant for a particular
Performance Period, regardless of the level of attainment of the Performance Objectives, at any time prior to the payment of the Award
Opportunity, in light of such Participant’s individual performance during the Performance Period, the quality of the financial
results, or such other factors as the Committee deems relevant, including changed or special circumstances that arose during the Performance
Period.


 


e.            Notwithstanding
any other provision hereof, if a Participant incurs a Qualified Termination in circumstances under which the Participant would be entitled
to payment of an Award Opportunity for a particular Performance Period under Section 6(b) above and a payout with respect to
the Award Opportunity under an Agreement for that same Performance Period, then the Participant shall receive a payout with respect to
the Award Opportunity for that Performance Period under only the Agreement, which shall be payable or provided under the terms, and subject
to the conditions of the Agreement. A payout for a Performance Period received by a Participant under the Participant’s Agreement
in accordance with this Section 6(e) shall be in lieu of, and not in duplication of, any Award Opportunity the Participant
would otherwise be entitled to receive under Section 6(b) of the Plan.


 


7.            Discretionary
Bonus. Notwithstanding anything in this Plan to the contrary, the Committee may, in its sole
discretion, make a discretionary bonus award (a “Discretionary Bonus”) to any Participant in light of such Participant’s
individual performance or such other circumstances or factors as the Committee deems relevant.


 









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8.            Payment.
Except as otherwise may be provided pursuant to a valid deferral election in effect under a deferred compensation plan of the Company
or a Subsidiary, any Award Opportunity earned by a Participant for a particular Performance Period shall be paid in cash after the end
of the Performance Period, but in no event later than 90 days after the calendar year in which the Performance Period ends; and any Discretionary
Bonus shall be paid in cash no later than two and one-half months after the end of the calendar year in which the Committee approves
payment of such discretionary bonus. The Committee may, in its sole discretion, determine that all or part of an Award Opportunity or
Discretionary Bonus shall be paid in the form of an equivalent amount of Company common shares; provided that the shares shall be issued
under and subject to the terms and conditions of a shareholder-approved equity compensation plan of the Company.


 


9.            Tax
Withholding. The Company and its Subsidiaries shall have the right to deduct from all payments
made to any person under the Plan any federal, state, local, foreign or other taxes which, in the opinion of the Company and its Subsidiaries,
are required to be withheld with respect to such payments.


 


10.            No
Employment Contract. Nothing contained in this Plan shall confer upon a Participant any right
with respect to continuance of employment by the Company and its Subsidiaries, nor limit or affect in any manner the right of the Company
and its Subsidiaries to terminate the employment or adjust the compensation of a Participant. For purposes of the Plan, the transfer
of employment of a Participant between the Company and any one of its Subsidiaries (or between Subsidiaries) shall not be deemed a termination
of the Participant’s employment.


 


11.            Acceptance
of Plan. By accepting any benefit under the Plan, each Participant and each person claiming
under or through any such Participant shall be conclusively deemed to have indicated their acceptance and ratification of, and consent
to, all of the terms and conditions of the Plan and any action taken under the Plan by the Board or the Company, in any case in accordance
with the terms and conditions of the Plan.


 


12.            Transferability.
No right or benefit under this Plan will be subject to anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and
any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge such right or benefit will be void. No such right or benefit
will in any manner be liable for or subject to the debts, liabilities, or torts of a Participant.


 


13.            Successors.
All obligations of the Company under the Plan shall be binding on any successor to the Company, 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 or assets
of the Company.


 


14.            Governing
Law. The Plan and all Award Opportunities shall be construed in accordance with and governed
by the laws of the State of Indiana, but without regard to its conflict of law provisions.


 






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15.            Amendment
or Termination. The Board reserves the right, at any time, to amend, suspend or terminate the
Plan, in whole or in part, in any manner, and for any reason, and without the consent of any Participant, Employee or other person; provided,
that no such amendment, suspension or termination shall adversely affect the payment of any Award Opportunity earned for a Performance
Period ending prior to the action of the Board amending, suspending or terminating the Plan.


 


16.            Source
of Payment. Each Award Opportunity and Discretionary Bonus that may become payable under the Plan will be paid solely from the general
assets of the Company and its Subsidiaries. Nothing in this Plan will be construed to create a trust or to establish or evidence any
Participant's claim of any right to payment of an Award Opportunity or Discretionary Bonus other than as an unsecured general creditor
with respect to any payment to which he or she may be entitled.


 


17.            Clawback.
In addition to any other remedies available to the Company or a Subsidiary, any Award Opportunity or Discretionary Bonus granted or paid
to a Participant shall be subject to forfeiture or repayment pursuant to the terms of the Company’s clawback policy, as amended
from time-to-time or its successor, including any such policy that may be adopted or amended to comply with the Dodd-Frank Wall Street
Reform and Consumer Protection Act or any rules or regulations issued by the Securities and Exchange Commission rule or applicable
securities exchange.


 


18.            Section 409A.
The Company intends that Award Opportunities and Discretionary Bonuses granted under the Plan be exempt from, or comply with, the requirements
of Section 409A of the Code, and the Plan shall be interpreted, administered and governed in accordance with that intent. Although
the Company intends to administer the Plan so that Award Opportunities and Discretionary Bonuses will be exempt from the requirements
of Section 409A of the Code, the Company does not warrant that any Award Opportunity or Discretionary Bonus under the Plan will
qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local, or non-United
States law. The Company shall not be liable to any Participant for any tax, interest, or penalties the Participant might owe as a result
of the grant, vesting or payment of any Award Opportunity or Discretionary Bonus under the Plan.


 


[END OF DOCUMENT]


 









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