Exhibit 10.56(b)


 


 


2005 Management Incentive
Plan


 


 


SIRVA, Inc.


 


January 2005


 





















 


Section 1
- Plan Overview & Purpose 


 


SIRVA, Inc (“SIRVA”)
strives to provide its associates with competitive salaries and benefits as a
total compensation package.  SIRVA has
established the SIRVA, Inc. Management Incentive Plan (the “MIP Plan”) to
enable the Company and its subsidiaries to attract, retain, motivate and reward
the best qualified executive officers and key employees by providing them with
the opportunity to earn competitive compensation directly linked to the Company’s
performance.  In addition to a
competitive compensation package, this SIRVA 2005 Management Incentive
Plan (the “2005 Plan”) has been established under the MIP Plan to improve
accountability for results and to supplement SIRVA’s competitive compensation
packages with an Incentive Award for those Participants who deliver on specific
quantitative and qualitative targeted goals and objectives during 2005.  All Incentive Awards under the 2005 Plan shall
be paid from the general assets of SIRVA. 
This 2005 Plan is subject to the terms and conditions of the MIP Plan.


 


Section 2  – Plan Definitions


 


As used in the 2005 Plan, the following terms, when capitalized, shall
have the meanings set forth below in this Section 2.  Other
capitalized terms used herein without definition shall have the respective
meanings set forth in the MIP Plan.


 


Section 2.01. 
Actual Award Percentage or Pay-out Percentage means the
percentage of pay-out, if any, determined for each Performance Measurement in
the 2005 Incentive Year based upon actual results of each such Performance
Measurement in relation to Target Performance Levels established by the
Compensation Committee (as set forth in Table A, which is attached hereto and incorporated
herein by reference) and the weight given to each such Performance Measurement
as determined by the Compensation Committee (as set forth in Table B which is
attached hereto and incorporated herein by reference).


 


Section 2.02.  Average Base Salary means the weighted average of
the Participant’s base salary for the 2005 Incentive Year, which has been
prorated for any base salary changes based on the number of days at each such
base salary level.  Average Base Salary
excludes bonuses, incentives, awards, commissions, disability and salary
continuation benefits, perquisites, fringe benefits or other imputed income.


 


Section 2.03. 
Award Dollar Maximum
means the maximum amount of an Incentive Award a Participant is eligible to
receive under this 2005 Plan.  A
Participant’s Award Dollar Maximum amount is determined by multiplying the
Participant’s Award Percentage Maximum by the Participant’s Average Base
Salary.


 


Section 2.04.  Award Percentage Maximum
means the maximum percentage level of participation established for each
Participant under the 2005 Plan.  Award Percentage Maximum is generally established
by the participant’s salary band level, but is subject to change in the sole
discretion of the Compensation Committee.


 


Section 2.05.  Business Segment is the
major business segment or support function of SIRVA through which a Participant
is employed.  For purposes of this 2005
Plan, the following are considered Business Segments of SIRVA: Relo Services,
NA Moving Services Europe Moving, AP Moving, Network Services, and SIRVA, Inc.  SIRVA, Inc. will be the performance
measure for all the function groups.


 


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Section 2.06.  Cash Generation is a SIRVA
Performance Measurement under this 2005 Plan that is measured by Operating
Funds Flow.


 


Section 2.07.  Discretionary Plan Pool is a pool that is accumulated by adding .10
cents for every $1.00 above the SIRVA, Inc. target EBIT performance level
maximum.  Any payments from the Pool will
be at the discretion of the Compensation Committee in consultation with the
Chairman and CEO.


 


Section 2.08.  Earnings Growth is a SIRVA
Performance Measurement under this 2005 Plan that is measured by SIRVA’s EBIT
performance.


 


Section 2.09.  EBIT means earnings from all foreign and
domestic SIRVA-Controlled Companies before interest, and taxes.


 


Section 2.10.  2005 Incentive Year means the performance period beginning on January 1, 2005
and ending on December 31, 2005.


 


Section 2.11.  Incentive Award means
the amount payable to a Participant under the 2005 Plan for the 2005 Incentive
Year.  This amount is determined by
multiplying the Participant’s Actual Award Percentage for the 2005 Incentive
Year times the Participant’s Average Base Salary paid during the 2005 Incentive
Year, subject to deductions resulting from any of the following: i) failure of
SIRVA to achieve its Earnings Growth & Cash Generation Targets; ii)
failure of the Participant’s Business Segment in achieving its Earnings Growth &
Cash Generation Targets; iii) failure of a Participant to fully achieve the
Leadership and Strategic Initiatives established for the Participant; and, iv)
failure of the Participant to otherwise perform at the expected level
established for the Participant by the Company, in each case as determined by
the Compensation Committee in its sole discretion.


 


Section 2.12.  Leadership and Strategic Initiativesis a Performance Measurement under this
2005 Plan that measures the accomplishment of certain pre-approved Leadership
and Strategic Initiatives for a respective Participant’s business segment or
function during the 2005 Incentive Year. 
Strategic Initiatives shall be established for each Participant’s
business unit or function in accordance with Section 4.04 of this 2005
Plan.  In addition, the Participant will
be evaluated on his/her demonstration of Leadership traits and values in
completion of the job.


 


Section 2.13.  Minimum Performance Level or Minimum means
the threshold level of performance established by the Compensation Committee for
each SIRVA Performance Measurement during the 2005 Incentive Year, as set forth
in Table A.


 


Section 2.14 Minimum Incentive Payout
means that the Plan will not pay an Incentive Award if the gross amount of the
Incentive Award otherwise payable is less than $100.00


 


Section 2.15.  Operating Funds Flow (OFF) is a financial measure used to
determine the amount of cash required to operate the business on a day-to-day
basis.  OFF takes into account EBITDA,
changes in working capital including accounts payable and receivable, changes
in assets and liabilities including equipment, salaries and benefits and
investing activities including the purchase equipment.


 


Section 2.16.  Participant means a regular
employee of a SIRVA-Controlled Company who satisfies the requirements for
eligibility under Section 3 of this 2005 Plan.  Notwithstanding


 


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the foregoing, employees
covered under other incentive/commission or bonus plans shall not be eligible
to participate in the 2005 Plan:  In
addition, individuals classified as independent contractors or temporary
employees are not eligible to participate.


 


Section 2.17.  Performance Measurements for the 2005 Incentive Year means
Earnings Growth, Cash Generation and Leadership and Strategic Initiatives.


 


Section 2.18.  SIRVA-Controlled Companies
means North American Van Lines, Inc. (“NAVL”),
and any direct or indirect subsidiaries of NAVL, including, but not limited to,
Allied Van Lines, Inc., SIRVA Relocation, LLC and ALNAV Platinum Group, Inc.,
and any other corporation in which the Company owns, directly or indirectly,
stock representing 80% or more of the combined voting power of all classes of
stock entitled to vote, and any other business organization, regardless of
form, in which the Company possesses, directly or indirectly, 80% or more of
the total combined equity interests in such organization.


 


Section 2.19.  Target Performance Level  or Target means the budgeted level of performance
established for each Performance Measurement during the 2005 Incentive Year, as
set forth in Table A.


 


 Section 2.20.  Total Plan Pay-out or Total Plan Pool is
the combination of each individual Performance Measurement Pay-out Percentage
in the 2005 Incentive Year based upon SIRVA’s actual performance for the 2005
Incentive Year.  Once calculated, the
Total Plan Pay-out or Total Plan Pool will be allocated by the Compensation
Committee, in its sole discretion, to the Business Segments based upon any such
Business Segment’s accomplishments of its own Earnings Growth target.  The Total Plan Pay-out for Cash Generation
will be based on achievement of the SIRVA overall cash target and certain
subjective criteria (see exhibit) and Business Segment Cash goals.  Once received by the Business Segment, each
such Business Segment Leader in accordance with Section 4 will allocate
such Business Segment’s share of the Total Plan Pool of funds to Participants,
subject to final approval by the Compensation Committee.


 


Section 3
- Eligibility


 


For the 2005 Incentive
Year, an associate employed by a U.S. based SIRVA-Controlled Company who is: i)
within the senior professional salary band or higher (e.g., a senior executive,
senior vice president, senior professional, executive vice president or
director); and ii) not participating in another incentive plan or bonus
program for the 2005 Incentive Year (unless that other plan or program
specifically provides that the incentive or bonus payable is in addition to any
Incentive Award payable under the 2005 Plan; and iii) not covered by any
collective bargaining agreement (unless that agreement specifically provides
for participation), shall be eligible to participate in the 2005 Plan, but
subject to the 2005 Plan’s terms and conditions.  In addition to the foregoing, the Compensation
Committee (or its delegate), may, in its sole discretion, extend participation
under this 2005 Plan to any other employee of a SIRVA-Controlled Company,
including, without limitation, key associates employed by a SIRVA-Controlled
Company based outside the United States. 
Where such discretion is exercised to extend participation under this
2005 Plan to such key associates, the Company reserves the right to terminate
that participation at any time.


 


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Section 4 – Incentive Awards


 


The
2005 Plan has specific, quantifiable Earnings Growth and Cash Generation
performance goals for SIRVA.  The 2005
Plan also includes demonstrated Leadership values and Strategic Initiatives for
each Participant.  A one-over-one
evaluation process will be used to determine if a Participant’s performance has
achieved the targeted goals for Leadership and Strategic Initiatives.


 


Section 4.01.
General Threshold


 


a)              Subject to the terms of the 2005 Plan, a
Participant shall be eligible to receive an Incentive Award for the 2005
Incentive Year, calculated in accordance with this Section, provided that SIRVA
EBIT exceeds the Minimum Performance Level described in Section 4.02.  If, and only if, the Minimum Performance
Level for SIRVA EBIT has been satisfied, will Participants become eligible for
Incentive Awards, subject to the terms of this 2005 Plan.


 


b)              If SIRVA achieves the Minimum Performance
Level as described in Section 4.01(a) above, the total pool available
for distribution to Participants is based on each Business Segment’s individual
EBIT and SIRVA, Inc. OFF performance against established targets.  Each portion of the awards calculation –
EBIT, OFF, Leadership and Strategic Initiatives is determined separately.  Thus, a Business Segment could receive the
portion of its award attributable to SIRVA, Inc. OFF and not receive
anything for EBIT.  Alternatively, a
Business Segment could receive all or a portion of its award for EBIT and not
SIRVA, Inc. OFF.


 


c)              (i)            The Compensation Committee shall allocate the
Total Plan Pool to each of the Business Segments based upon the Earnings Growth
(EBIT) accomplishments of each such segment relative to their established
Targets.  For purposes of determining the
allocation to the corporate support functions, the allocation shall be based
upon SIRVA Earnings Growth and Cash Generation Performance Measurement
results.  The determination of the
Compensation Committee shall be conclusive and final.  The formulas and procedures for calculating
the Performance Measurement results are described below in Sections 4.02
(earnings Growth), 4.03 (Cash Generation) and 4.04 (Leadership and Strategic
Initiatives).


 


(ii)        Subject to adjustment and final approval by
the Compensation Committee (or its delegate where appropriate), the Business
Segment leader shall determine the Incentive Award for each Participant within
his/her Business Segment in accordance with the terms of the 2005 Plan.  Before establishing the Incentive Award, the
Business Segment leader shall assess each Participant’s Leadership performance
as well as each Participant’s contribution towards the achievement of the
Strategic Initiatives established for each such Participant’s Business
Segment.  Once the Business Segment
leader has evaluated the Participant’s individual performance, the Business
Segment leader shall establish an Incentive Award for such Participant
commensurate with such level of performance using the Business Segment
allocated Total Plan Pool funds, as well as the Participant’s respective Target
Award Percent as a guideline.  A similar
process will be followed by the CEO with respect to Business Segment Leaders
and by the Chairman with respect to the CEO, in both instances subject to final
approval by the Compensation Committee.


 


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d)             In the event a Participant was not eligible
for participation in the 2005 Plan for the entire 2005 Incentive Year, the
amount of the Incentive Award shall be determined in accordance with Sections
4.05 or 4.06 hereof.  In addition, the
Participant’s Business Segment will determine the Earnings Growth and SIRVA, Inc.
will determine Cash Generation actual award. 
Actual Award Percentages can vary by Business Segment.


 


Section 4.02.
Earnings Growth.  SIRVA must achieve its 2005 EBIT
target in order for there to be any Incentive Award under this 2005 Plan. If
the 2005 minimum EBIT target is reached, the bonus EBIT financial award will be
calculated based on each Business Segment’s performance against its individual
Business Segment targets.  The Pay-out
Percentage is capped at 100% of the established Earnings Growth. The following
formula shall be used by SIRVA in calculating the Earnings Growth Pay-out
Percentage:


 


	
   

  	
    (Actual EBIT – Minimum EBIT Target)

  	
   

  
	
   

  	
  (Maximum Target EBIT – Minimum Target EBIT)

  	
   

  



 


Section 4.03. Cash Generation.  If SIRVA achieves the Minimum Performance Level for the 2005 Incentive
Year, the Cash Generation Performance Measurement is based 50% upon
SIRVA achieving the Minimum Performance Level and 50% on subjective Cash
criteria and Business Segment’s performance against its individual OFF Business
Segment targets.  The Pay-out Percentage
is capped at 100% of the Target Performance Level.  The following formula shall be used by SIRVA
in calculating the first 50% of the OFF Pay-Out Percentage:


 


	
   

  	
    (Actual OFF– Minimum OFF Target)

  	
   

  
	
   

  	
  (Maximum Target OFF – Minimum Target OFF)

  	
   

  



 


The
Compensation Committee, in its sole discretion, and after taking into account
the CEO’s recommendation, will determine the second 50%.  There is no formulaic calculation for this
portion of the Cash Generation Performance Measurement.


 


Section 4.04.                         Leadership
and Strategic Initiatives. A Participant’s
performance during the 2005 Incentive Year will be evaluated based upon the
successful completion of the established Leadership and Strategic Initiatives
for the Participant’s Business Segment for the 2005 Incentive Year.  The established Leadership and Strategic
Initiatives for each Participant’s Business Segment should be targeted,
quantifiable, and/or otherwise measurable and shall be set forth in a
Performance Partnering Assessment form, which, once approved, shall be
incorporated into this 2005 Plan by this reference.  The Compensation Committee can make an adjustment
(either higher or lower) to any Leadership and Strategic Initiative assessment
made by a Business Segment Leader.  The
Leadership and Strategic Initiative Performance Measurement can exceed the
capped Target Performance Level by an additional 10% based on the discretion
described previously.


 


Section 4.05.
Partial Year Participation.  Participants
that are hired, promoted, demoted, transferred, or otherwise moved to a
different salary band level during the 2005 Incentive Year will be eligible on
a pro-rated basis for the portion of the 2005 Incentive Year the associate fell
within each such respective eligible salary band level.  Participants must be hired or promoted into
an eligible band level before December 1, 2005.  Pro-rations will be calculated on a daily
basis.  The Incentive Award, if any, will
be based upon the Participant’s Average Base Salary as of the end of the 2005
Incentive Year.  For example, a
Participant transferring to a non-participating SIRVA company or a non-eligible
position within SIRVA for the final six (6)


 


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months of the 2005
Incentive Year will only be eligible for 50% of the Incentive Award otherwise
payable and such Incentive Award will be based upon the Participant’s Average
Base Salary during the entire 2005 Incentive Year.


 


Section 4.06.
Termination.  Except as otherwise set forth herein, any
Participant who leaves employment with SIRVA for any reason prior to the
payment of any Incentive Award shall not be eligible nor will such Participant
be considered to have earned any Incentive Award for the 2005 Incentive
Year.  An award will be made to a
Participant who participated in the 2005 Plan during the 2005 Incentive Year
for the entire year, and who, between the end of the 2005 Incentive Year and
the time when Incentive Awards for the 2005 Incentive Year are paid by SIRVA,
retires at the normal retirement age of 65 or whose employment terminates as a
result of death or disability.  In the
event of the death of a Participant during the 2005 Incentive Year, the
Compensation Committee, in its discretion, may grant an Incentive Award.


 


Section 5. 
Payment


 


If an Incentive Award
becomes payable for the 2005 Incentive Year, the payment of the Incentive Award
will be made, less the appropriate payroll deductions, on or before March 15,
2006.  All payments are to be made in
cash and are not eligible for deferral under this 2005 Plan, but may be
deferred under the SIRVA Executive Deferred Compensation Plan, the SIRVA
Employee Retirement Savings Plan, the SIRVA, Inc. Omnibus Stock Incentive
Plan or any other plan allowing for deferral of compensation maintained by
SIRVA or a SIRVA Controlled-Company, subject to the terms and conditions of
such plan documents.   


 


In
all cases, eligibility to receive an Incentive Award, the amount of any
Incentive Award and the portion paid will be determined and approved by the
Compensation Committee or its delegate, as appropriate, in its sole discretion.


 


Section 6.  Taxes


 


Any Incentive Award that is
received by a Participant under the 2005 Plan is taxable as ordinary income in
the year of payment and subject to payroll taxes and withholding. SIRVA
reserves the right to withhold any federal, state or local, domestic or foreign
taxes as required by law or regulation or as SIRVA deems appropriate from any
Incentive Payments that it makes to Participants hereunder.   FICA tax will be due in the year that the
Incentive Award is paid.


 


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Table
A – 2005 Incentive Year Target Performance Levels


 


	
   

  	
   

  	
   

  	
   

  	
  EBIT

  	
   

  	
  Operating Funds

  Flow (OFF)

  	
   

  
	
  Business Segment

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  
	
  1

  	
   

  	
  Relocation
  Services

  	
   

  	
  $

  	
  60.0

  	
   

  	
  $

  	
  70.0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  NA Moving

  	
   

  	
  37.0

  	
   

  	
  42.0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  Europe Moving

  	
   

  	
  3.0

  	
   

  	
  7.0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  A/P Moving

  	
   

  	
  10.0

  	
   

  	
  12.0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Network Services

  	
   

  	
  23.0

  	
   

  	
  26.0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Memo

  	
   

  	
  Corporate
  Costs,

  	
   

  	
  (8.0

  	
  )

  	
  (8.0

  	
  )

  	
   

  	
   

  	
   

  	
   

  
	
  Memo

  	
   

  	
  Europe
  Restructuring

  	
   

  	
  (9.0

  	
  )

  	
  (9.0

  	
  )

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  Total
  Sirva, Inc

  	
   

  	
  $

  	
  116.0

  	
   

  	
  $

  	
  140.0

  	
   

  	
  $

  	
  75.0

  	
   

  	
  $

  	
  90.0*

  	
   

  
																



 










* Less corporate actions


 


Table
B1 – 2005 Incentive Year Metrics and Weightings


Applies
to: Relocation Services, NA Moving Services, Europe Moving and SIRVA, Inc.


 


Metrics &
Weighting


 


	
  EBIT

  	
   

  	
  70

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Cash

  	
   

  	
  20

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Strategic/Leadership

  	
   

  	
  10

  	
  %

  



 


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Table
B2 – 2005 Incentive Year Metrics and Weightings


Applies
to: A/P Moving and Network Services


 


	
  EBIT

  	
   

  	
  60

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Cash

  	
   

  	
  30

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Strategic/Leadership

  	
   

  	
  10

  	
  %

  



 


 


8