Exhibit
10.22


	
  FY’2007 Executive Incentive Plan

  	
  

  



 


2007

Executive Incentive Plan


	
    

   

  



 


	
  Table of Contents

  	
   

  	
   

  
	
  INTRODUCTION AND PRINCIPLES

  	
   

  	
   

  
	
  PLAN PARTICIPATION

  	
   

  	
   

  
	
  EFFECTIVE DATE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PLAN DESIGN / MEASURES, & OBJECTIVES

  	
   

  	
   

  
	
  PLAN MIX

  	
   

  	
   

  
	
  TARGET INCENTIVE BONUS

  	
   

  	
   

  
	
  PAY-OUT CALCULATION FOR CASH INCENTIVES

  	
   

  	
   

  
	
  BASIS OF MEASURES AND PAYOUT SCHEDULE

  	
   

  	
   

  
	
  OPERATIONS OFFICERS

  	
   

  	
   

  
	
  STAFF OFFICERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CALCULATION OF BONUS PAYMENTS

  	
   

  	
   

  
	
  GENERAL RULES

  	
   

  	
   

  
	
  CASH ADVANCES

  	
   

  	
   

  
	
  INCOME TAX

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRANSFERS/NEW HIRES/TERMINATIONS

  	
   

  	
   

  
	
  TRANSFERS

  	
   

  	
   

  
	
  NEW HIRES

  	
   

  	
   

  
	
  TERMINATIONS

  	
   

  	
   

  
	
  EXCEPTIONS TO THE PLAN

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OTHER TERMS

  	
   

  	
   

  
	
  ACQUISITIONS AND OTHER UNUSUAL BUSINESS
  SITUATIONS

  	
   

  	
   

  
	
  BUSINESS UNIT REVENUE/PROFIT/EXPENSES

  	
   

  	
   

  
	
  COMPANY RIGHTS

  	
   

  	
   

  



 


 



 1
 






 



 


 


	
  Section A

  	
  Introduction and Principles

  	 

	
   

  	
  The FY’07 Executive Incentive Plan
  (EIP) provides an opportunity for executives of Cintas to share in
  the company’s success. Year-end bonus awards are paid if performance measures
  are met or exceeded. 

  	 

	
   

  	
   

  	 

	
   

  	
  Please note that the EIP
  is not just an individual incentive plan but rather, the recognition of both
  individual and organizational success. 

  	 

	
   

  	
   

  	 

	
   

  	
  Every executive will have at least 50% of their
  targeted incentive bonus based on the relevant Corporate measure (profit as a
  % of sales, % of revenue growth or EPS growth). As such, we all “succeed or
  fail as One Team”.

  	 

	
   

  	
   

  	 

	
  

  	
  Plan Participation 

  
	
   

  	
  This plan applies to all Cintas Officers.

  
	
   

  	
   

  
	
  

  	
  Effective Date

  	 

	
   

  	
  This Plan year is effective from June 1, 2006 until
  the end of our fiscal year, May 31, 2007 and it supersedes all prior EIP or officer compensation plans. Cintas reserves the
  right to amend and/or adjust this plan based on the strategic needs of our
  business. Communication to our participating partners will be made in a
  timely fashion.

  	 

				



 


	
  Section B

  	
  Plan Design / Measures, & Objectives

  
	
   

  	
   

  
	
   

  	
  Plan Mix

  
	
   

  	
  Each participating officer will share in the success
  of Cintas based on three (3) different compensation vehicles; base salary,
  incentive cash bonuses, and long term incentives (i.e. restricted stock and
  stock options).

  
	
   

  	
   

  
	
   

  	
  Operations
  Officers  will be eligible for cash and
  long-term incentives (LTI) tied to Profit as a% of Sales and percent of
  Revenue Growth, and Cintas Earnings per Share (EPS) Growth.

  
	
   

  	
   

  
	
   

  	
  Staff Officers  will be eligible for
  cash and long-term incentives (LTI) tied to Cintas EPS Growth, and Individual
  Goals. 

  
	
   

  	
   

  
	
   

  	
  All Officers covered
  by the FY’07 EIP, could earn 0% up to a maximum of 200% of the cash bonus
  award depending on their overall performance against their cash incentive
  bonus objectives. Additionally, depending on the results of the LTI objectives,
  an officer could earn 0% LTI up to a maximum of 200% of the LTI award if the
  performance target is achieved.

  
	
   

  	
   

  
	
   

  	
  Target Incentive Bonus

  
	
   

  	
  The “target incentive bonus” is the total cash
  incentive amount earned at the target objectives. “Total Targeted Cash” (TTC)
  represents an individual’s base salary plus targeted cash incentives.

  
	
   

  	
   

  
	
   

  	
  Pay-Out Calculation for Cash
  Incentives

  
	
   

  	
  To receive a cash incentive bonus, the partner must
  perform at the “threshold” level (or above). The actual amount of the cash
  bonus will be calculated based upon the actual performance against the
  objectives. In the event that the actual result is between two performance
  levels, the actual amount will be calculated.

  
	
   

  	
   

  
	
   

  	
  Basis of Measures & Payout
  Schedule

  
	
   

  	
  The following charts describe the Basis of Measures,
  Objectives, and Payout Schedules for Corporate Staff and Division Officers
  annual cash bonus and LTI Awards.

  



 



 2
 






 



 


 


Operations Officers


 


Cash Incentive Bonus


 


Business Unit Profit as a % of Sales


 


	
  Weighting

  	
   

  	
  Level of Achievement

  	
   

  	
  Bonus Payout %

  	
   

  
	
  50%

  	
   

  	
  Below Threshold

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
  Threshold

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
  Target

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
  Maximum

  	
   

  	
  200

  	
  %

  



 


Business Unit Percent of Revenue Growth


 


	
  Weighting

  	
   

  	
  Level of Achievement

  	
   

  	
  Bonus Payout %

  	
   

  
	
  50%

  	
   

  	
  Below Threshold

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
  Threshold

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
  Target

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
  Maximum

  	
   

  	
  200

  	
  %

  



 


LTI Award


Operational Goals (Combination of Revenue Growth %
Plus Profit %) — 

Rule 35 Calculation


	
  Weighting

  	
   

  	
  Level of Achievement

  	
   

  	
  LTI Award %

  	
   

  	 

	
  50%

  	
   

  	
  Below
  Threshold

  	
   

  	
  0%

  	
   

  
	
   

  	
   

  	
  Threshold
  to Target

  	
   

  	
  50% of target
  and then predetermined levels based on hitting performance targets

  	
   

  
	
   

  	
   

  	
  Target

  	
   

  	
  100%

  	
   

  
	
   

  	
   

  	
  Target
  to Maximum

  	
   

  	
  Predetermined
  levels based on hitting performance targets

  	
   

  
	
   

  	
   

  	
  Maximum

  	
   

  	
  200%

  	
   

  
										



 


Cintas EPS


	
  Weighting

  	
   

  	
  Level of Achievement

  	
   

  	
  LTI Award %

  	
   

  	 

	
  50%

  	
   

  	
  Below
  Threshold

  	
   

  	
  0%

  	
   

  
	
   

  	
   

  	
  Threshold
  to Target

  	
   

  	
  50% of target
  and then predetermined levels based on hitting EPS performance targets

  	
   

  
	
   

  	
   

  	
  Target

  	
   

  	
  100%

  	
   

  
	
   

  	
   

  	
  Target
  to Maximum

  	
   

  	
  Predetermined
  levels based on hitting EPS performance targets

  	
   

  
	
   

  	
   

  	
  Maximum

  	
   

  	
  200%

  	
   

  
										



 


Staff
Officers


Cash Incentive Bonus


Individual Goals 


	
  Weighting

  	
   

  	
  Level of Achievement

  	
   

  	
  Bonus Payout %

  	
   

  
	
  50%

  	
   

  	
  Does Not Meet Goals

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
  Meets Most Goals

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
  Meets Goals

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
  Exceeds Goals

  	
   

  	
  150

  	
  %

  
	
   

  	
   

  	
  Outstanding Achievement

  	
   

  	
  200

  	
  %

  



 


Cintas EPS


 


	
  Weighting

  	
   

  	
  Level of Achievement

  	
   

  	
  Bonus Payout %

  	
   

  
	
  50%

  	
   

  	
  Below Threshold

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
  Threshold

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
  Target

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
  Maximum

  	
   

  	
  200

  	
  %

  



 



 3
 






 



LTI Award


Individual Goals


	
  Weighting

  	
   

  	
  Level of Achievement

  	
   

  	
  LTI Award %

  	
   

  
	
  50%

  	
   

  	
  Does Not Meet

  	
   

  	
  0%

  	
   

  
	
   

  	
   

  	
  Meets Most Goals

  	
   

  	
  50% and then
  predetermined levels based on hitting performance targets

  	
   

  
	
   

  	
   

  	
  Meets Goals

  	
   

  	
  100%

  	
   

  
	
   

  	
   

  	
  Exceeds Goals

  	
   

  	
  Predetermined levels
  based on hitting performance targets

  	
   

  
	
   

  	
   

  	
  Outstanding Achievement

  	
   

  	
  200%

  	
   

  



 


Cintas EPS


 


	
  Weighting

  	
   

  	
  Level of Achievement

  	
   

  	
  LTI Award %

  	
   

  
	
  50%

  	
   

  	
  Below
  Threshold

  	
   

  	
  0%

  	
   

  
	
   

  	
   

  	
  Threshold
  to Target

  	
   

  	
  50% and then
  predetermined levels based on hitting EPS performance targets

  	
   

  
	
   

  	
   

  	
  Target

  	
   

  	
  100%

  	
   

  
	
   

  	
   

  	
  Target
  to Maximum

  	
   

  	
  Predetermined
  levels based on hitting EPS performance targets

  	
   

  
	
   

  	
   

  	
  Maximum

  	
   

  	
  200%

  	
   

  



 


	
  Section C

  	
  Calculation of Bonus Payments

  
	
   

  	
   

  
	
   

  	
  General Rules 

  
	
   

  	
  Bonus calculations will be made using actual
  results, subject to adjustment at the discretion of the CEO to exclude items
  that are not operational and therefore do not reflect the year’s performance
  against objectives, such as accounting principle changes or revenue from an
  acquisition that was not in the business plan. (See Section E for more
  detail).

  
	
   

  	
   

  
	
   

  	
  In addition, any automatic payroll deductions
  elected by the partners (e.g. 401K, or company loan repayments as the CEO
  deems necessary, etc) will be deducted from their bonus. 

  
	
   

  	
   

  
	
   

  	
  In the unlikely event the Partner receives an
  overpayment of their award they are responsible for reimbursing Cintas the
  amount of the overpayment.

  
	
   

  	
   

  
	
   

  	
  Cash Advances 

  
	
   

  	
  No cash advances will be paid against EIP awards.

  
	
   

  	
   

  
	
   

  	
  Income Tax 

  
	
   

  	
  Cash payments are treated as ordinary income, or
  according to local legislation, and are subject to withholding for all
  applicable taxes.

  
	
   

  	
   

  
	
  Section D

  	
  Transfers/New Hires/Terminations

  
	
   

  	
   

  
	
   

  	
  Transfers 

  
	
   

  	
  The partner’s Comp Plan will be changed to properly
  incentivise the partner for their new responsibility, at the discretion of
  the CEO. Any final award calculation will be calculated by taking into
  account the time spent under each plan. of Human Resources. Any bonus will be
  paid on the normal payment cycle on the designated pay date.

  
	
   

  	
   

  
	
   

  	
  If a partner is transferred from another incentive
  program or non-EIP-eligible position to an EIP-eligible role, or vice versa, the partner will be
  aligned to the appropriate measures for the months spent in the eligible
  position.In the case of a performance based demotion to a non-eligible
  position, any bonus earned up to the date of demotion will be payable at the
  discretion of the Officer in charge with approval from the VP 

  



 



 4
 






 



 


	
  

  	
  New Hires 

  
	
   

  	
  EIP eligible Officers hired
  during the year may receive a pro-rated award or may be given a special plan
  for the remainder of the fiscal year as determined by the CEO.

  
	
   

  	
   

  
	
   

  	
  Terminations

  
	
   

  	
  The Company will pay the partner a pro rata share of
  the bonus earned from the beginning of the fiscal year until the point of the
  employee’s termination in the event that the employee retires, or their
  position is eliminated. If the partner is terminated because of poor
  performance, any bonus to be paid will be determined at the sole discretion
  of the Company, using its best judgment, taking all factors into consideration
  so as to be fair to both the partner and the Company. In the event that the
  partner leaves the Company during the year for any reason, or in the event
  the partner is terminated because of dishonesty, insubordination, or gross neglect,
  etc., the partner shall not be entitled to any of the bonus earned up to the
  point of termination.

  
	
   

  	
   

  
	
   

  	
  Exceptions to the plan

  
	
   

  	
  In general, no exceptions are made to the plan. If
  special circumstances cause the Annual Bonus or LTI alignment to be unfair to
  a particular individual or the Company, an exception request must be approved
  by the CEO who may approve the request at his discretion.

  
	
   

  	
   

  
	
  Section E

  	
  Other Terms

  
	
   

  	
   

  
	
   

  	
  Acquisitions and Other Unusual
  Business Situations

  
	
   

  	
  The purpose of the Incentive Plan is to reward
  individuals for normal operating profits earned within their area of
  responsibility. Any incidences that abnormally inflate the profits of an
  operation such as the purchase or the sale of rental volume, the unusual sale
  of operating assets, or any other abnormal operational situation that causes
  the profits of the individual operation to abnormally increase, the Plan
  shall be adjusted so as to avoid any inequitable results to the partner or
  the Company.

  
	
   

  	
   

  
	
   

  	
  Business Unit Revenue/Profit/Expenses

  
	
   

  	
  All financial numbers related to business
  unit/Cintas performance will be determined by the Cintas Accounting
  Department with the approval of our CFO and CEO. In cases of dispute, the
  Cintas Accounting Department figures will govern performance as it relates to
  calculating all bonus plan payouts. 

  
	
   

  	
   

  
	
   

  	
  Company Rights

  
	
   

  	
  Even though it is the
  intention of the Company to continue this Plan on an ongoing basis, the Company
  does reserve the right to alter the program as it sees fit, from year to
  year.

  



 


 



 5