Exhibit
10.2

Annex A to the SIRVA, Inc. Management Incentive Plan


 


 


 


 


 


 


 


 


 


 


 


 


2007 Management Incentive Plan


 


 


 


 


 


SIRVA, Inc.


March 2007


 


 














 	 2007 Management Incentive Plan
 

  


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 Annex A to the MIP Plan (the “2007
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 2007.  All Incentive Awards under the 2007 Plan
shall be paid from the general assets of SIRVA. 
This 2007 Plan is subject to the terms and conditions of the MIP Plan.


Section 2  — Plan Definitions


As used in the 2007 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
means the percentage of pay-out, if any, determined for each Performance
Measurement in the 2007 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 2007 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.  Compensation Committee means
the Compensation Committee of the Board of Directors of SIRVA.


Section
2.04.  Business Segment
is the major business segment or support function of SIRVA through which a
Participant is employed.  For purposes of
this 2007 Plan, the following are considered Business Segments of SIRVA: Global
Relocation, North American Moving Services, Europe Moving Services, Asia
Pacific Moving Services and SIRVA.  SIRVA
will be the performance measure for all the function groups.


Section
2.05.  Cash Generation is
a SIRVA Performance Measurement under this 2007 Plan that is measured by SIRVA’s
cash generation performance.


Section
2.06.  Earnings Growth is
the SIRVA Performance Measurement under this 2007 Plan that is measured by
SIRVA’s Operating Income performance.



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Section
2.07.  2007 Incentive Year
means  the performance period beginning on
January 1, 2007 and ending on December 31, 2007.


Section
2.08.  Incentive Award means the amount payable to a Participant
under the 2007 Plan for the 2007 Incentive Year.  This amount is determined by multiplying the
Participant’s Actual Award Percentage for the 2007 Incentive Year times the
Participant’s Average Base Salary paid during the 2007 Incentive Year, subject
to deductions resulting from any of the following: i) failure of SIRVA to
achieve its Earnings Growth & Cash Generation Minimums; ii) failure of the
Participant’s Business Segment in achieving its Earnings Growth; 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
2.09.  Leadership and Strategic
Initiatives is a
Performance Measurement under this 2007 Plan that measures the accomplishment
of certain pre-approved Leadership and Strategic Initiatives for a respective
Participant’s business segment or function during the 2007 Incentive Year.  Strategic Initiatives shall be established
for each Participant’s business unit or function in accordance with Section
4.04 of this 2007 Plan.  In addition, the
Participant will be evaluated on his/her demonstration of Leadership traits and
values in completion of the job.


Section
2.10.  Minimum Performance Level or
Minimum means the threshold level of performance established
by the Compensation Committee for each SIRVA Performance Measurement during the
2007 Incentive Year, as set forth in Table A.


Section
2.11.  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 2.12. 
Operating Income is defined as gross profit minus operating expenses.  It measures the pre-tax, pre-interest profit
from SIRVA’s operations.


Section
2.13.  Participant
means a regular employee of a SIRVA-Controlled Company who satisfies the
requirements for eligibility under Section 3 of this 2007 Plan.  Notwithstanding the foregoing, employees
covered under other incentive/commission or bonus plans shall not be eligible
to participate in the 2007 Plan (except as otherwise expressly provided
therein).  In addition, individuals
classified as independent contractors or temporary employees are not eligible
to participate.


Section
2.14.  Performance Measurements for the 2007 Incentive Year means
Earnings Growth, Cash Generation and Leadership and Strategic Initiatives.


Section 2.15. 
SIRVA means SIRVA, Inc., a Delaware corporation.


Section 2.16. 
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 SIRVA Canada, LP, 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, 



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regardless
of form, in which the Company possesses, directly or indirectly, 80% or more of
the total combined equity interests in such organization.


Section
2.17.  Target Performance Level
or Target means the budgeted level of
performance established for each Performance Measurement during the 2007
Incentive Year, as set forth in Table A.


Section 3
- Eligibility


For the 2007 Incentive
Year, an associate employed by a U.S. based SIRVA-Controlled Company who is: i)
within the Senior Executive Band 15 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 2007 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 2007 Plan; and iii) not covered by any
collective bargaining agreement (unless that agreement specifically provides
for participation), shall be eligible to participate in the 2007 Plan, but
subject to the 2007 Plan’s terms and conditions.  In addition to the foregoing, the
Compensation Committee (or, subject to applicable law, its delegate), may, in
its sole discretion, extend participation under this 2007 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 2007 Plan to such key associates,
the Company reserves the right to terminate that participation at any time.


Section 4 — Incentive Awards


The
2007 Plan has specific, quantifiable Operating Income and Cash Generation
performance goals for SIRVA.  The 2007
Plan also includes demonstrated Leadership 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 2007 Plan, a
Participant shall be eligible to receive an Incentive Award for the 2007
Incentive Year, calculated in accordance with this Section, provided that SIRVA
or the Business Segment Operating Income meets or exceeds the Minimum
Performance Level described in Section 4.02. 
SIRVA does not need to obtain the Operating Income Minimum Performance
Level for the Participants to become eligible for Incentive Awards, subject to
the terms of this 2007 Plan.


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



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c)              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 2007 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 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.


d)              In the event a Participant was not eligible
for participation in the 2007 Plan for the entire 2007 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 Operating Income and SIRVA
will determine Cash Generation actual award. 
Actual Award Percentages can vary by Business Segment.


Section
4.02. Earnings Growth.  If the 2007 minimum Operating Income
target is reached, the Operating Income financial award will be calculated
based on each Business Segment’s performance against its individual Business
Segment targets.


Section
4.03. Cash Generation.  The Cash Generation Performance
Measurement is based upon SIRVA achieving the Minimum Performance Level for the
2007 Incentive Year.


Section
4.04.        Leadership and Strategic
Initiatives. A Participant’s
performance during the 2007 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 2007 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 2007 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.  If
SIRVA does not meet its minimum Operating Income, the Leadership and Strategic
Initiative of the award will not be paid. 
Notwithstanding anything to the contrary contained in this 2007 Plan,
for SIRVA executive officers who are Participants, Strategic and Leadership
Initiatives must be (a) able to be objectively determined for each such
Participant such that an award based in whole or part on Strategic and
Leadership Initiatives would not fail to qualify as “qualified performance
based compensation” under Treas. Reg. 1.162-27(e) promulgated under Section
162(m) of the Code, or (b) such Strategic and Leadership Initiatives are used
solely by the Compensation Committee for the purposes of exercising its
negative discretion pursuant to Section 4(d) of the MIP Plan).


Section 4.05. Partial Year Participation.  Participants that are
hired, promoted, demoted, transferred, or otherwise moved to a different salary
band level during the 2007 



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Incentive Year
will be eligible on a pro-rated basis for the portion of the 2007 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, 2007.  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 2007
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) months of the 2007 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 2007 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 2007 Incentive
Year.  An award will be made to a
Participant who participated in the 2007 Plan during the 2007 Incentive Year
for the entire year, and who, between the end of the 2007 Incentive Year and
the time when Incentive Awards for the 2007 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 2007 Incentive Year, the
Compensation Committee, in its discretion, may grant an Incentive Award.


Section 5. 
Payment


If an Incentive Award
becomes payable for the 2007 Incentive Year, the payment of the Incentive Award
will be made, less the appropriate payroll deductions, on or before March 15,
2008.  All payments are to be made in
cash and are not eligible for deferral under this 2007 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 2007 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 B — 2007 Incentive Year Metrics and Weightings

Applies to: Global Relocation, North American
Moving Services, Europe Moving

Services, Asia Pacific Moving Services and SIRVA, Inc.


	
  

  	
  Operating Income —

  	
   

  	
  Corporate Pro-ration

  	
   

  
	
   

  	
  Business

  	
  40% *

  	
   

  	
  Global Relocation — 50%

  
	
   

  	
   

  	
   

  	
   

  	
  NA Moving Services — 40%

  
	
   

  	
   

  	
   

  	
   

  	
  EU Moving Services — 5%

  
	
   

  	
   

  	
   

  	
   

  	
  AP Moving Services — 5%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Metrics
  & 

  	
  Operating Income —  

  	
   

  	
   

  	
   

  
	
  Weighting

  	
  Corp.

  	
  20%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Cash

  	
  30%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Strategic/

  	
   

  	
   

  	
   

  
	
   

  	
  Leadership

  	
  10%

  	
   

  	
   

  
								



 


*
Operating Income for the Business segment metric will be prorated for Corporate
based on the four business segments.


 



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