THAT WOULD OTHERWISE BE PAYABLE TO THE KEY
EMPLOYEE UNDER ANY COMPENSATORY PLAN, PROGRAM OR ARRANGEMENT MAINTAINED BY THE
COMPANY OR ANY OF ITS AFFILIATES, (III) BY WITHHOLDING PAYMENT OF FUTURE
INCREASES IN COMPENSATION (INCLUDING THE PAYMENT OF ANY DISCRETIONARY BONUS
AMOUNT) OR GRANTS OF COMPENSATORY AWARDS THAT WOULD OTHERWISE HAVE BEEN MADE IN
ACCORDANCE WITH THE COMPANY'S OTHERWISE APPLICABLE COMPENSATION PRACTICES, OR
(IV) BY ANY COMBINATION OF THE FORGOING.
14.
INTERPRETATION BY COMMITTEE.
THE KEY EMPLOYEE AGREES THAT ANY DISPUTE OR DISAGREEMENT THAT MAY ARISE IN
CONNECTION WITH THIS AGREEMENT SHALL BE RESOLVED BY THE COMMITTEE, IN ITS SOLE
DISCRETION, AND THAT ANY INTERPRETATION BY THE COMMITTEE OF THE TERMS OF THIS
AGREEMENT OR THE AWARDS PLAN AND ANY DETERMINATION MADE BY THE COMMITTEE UNDER
THIS AGREEMENT OR SUCH PLAN MAY BE MADE IN THE SOLE DISCRETION OF THE COMMITTEE
AND SHALL BE FINAL, BINDING, AND CONCLUSIVE.
15.
MISCELLANEOUS.
(A)
THIS AGREEMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WISCONSIN APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED THEREIN BETWEEN RESIDENTS THEREOF.
(B)
THIS AGREEMENT MAY NOT BE AMENDED OR
MODIFIED EXCEPT BY THE WRITTEN CONSENT OF THE PARTIES HERETO.
(C)
THE CAPTIONS OF THIS AGREEMENT ARE INSERTED
FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT BE TAKEN INTO ACCOUNT IN
CONSTRUING THIS AGREEMENT.
(D)
ANY NOTICE, FILING OR DELIVERY HEREUNDER OR
WITH RESPECT TO THE GRANT SHALL BE GIVEN TO THE KEY EMPLOYEE AT EITHER HIS OR
HER USUAL WORK LOCATION OR WORK EMAIL ADDRESS OR HIS OR HER HOME ADDRESS AS
INDICATED IN THE RECORDS OF THE COMPANY, AND SHALL BE GIVEN TO THE COMMITTEE OR
THE COMPANY AT 2801 80TH STREET, KENOSHA, WISCONSIN 53143, ATTENTION: VICE
PRESIDENT AND CHIEF HUMAN RESOURCE OFFICER.
ALL SUCH NOTICES SHALL BE GIVEN BY
FIRST CLASS MAIL, POSTAGE PRE-PAID, OR BY PERSONAL DELIVERY OR BY EMAIL TO THE
KEY EMPLOYEE AT HIS OR HER COMPANY EMAIL ADDRESS.
(E)
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE COMPANY AND ITS SUCCESSORS AND ASSIGNS AND SHALL BE
BINDING UPON AND INURE TO THE BENEFIT
8
OF THE KEY EMPLOYEE, THE BENEFICIARY AND THE PERSONAL REPRESENTATIVE(S) AND
HEIRS OF THE KEY EMPLOYEE, EXCEPT THAT THE KEY EMPLOYEE MAY NOT TRANSFER ANY
INTEREST IN ANY RESTRICTED SHARES PRIOR TO THE RELEASE OF THE RESTRICTIONS
IMPOSED BY SECTION 1.
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Exhibit 1
VESTING MATRIX
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Exhibit 2
1.
"RONAEBIT" FOR PURPOSES OF THE VESTING MATRIX MEANS A FRACTION
EXPRESSED AS A PERCENTAGE WHERE (I) THE NUMERATOR IS OPERATING EARNINGS (AS
DEFINED BELOW) AND (II) THE DENOMINATOR IS AVERAGE NET ASSETS EMPLOYED.
"OPERATING EARNINGS" MEANS EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME
TAXES (INCLUDING OPERATING INCOME FROM FINANCIAL SERVICES) PLUS INTEREST EXPENSE
LESS OTHER INCOME (EXPENSE) - NET (I.E., LESS OTHER INCOME PLUS OTHER EXPENSE).
"NET ASSETS EMPLOYED" MEANS TOTAL ASSETS MINUS CASH AND CASH EQUIVALENTS AND
MINUS ALL LIABILITIES EXCLUDING SHORT-TERM AND LONG-TERM DEBT. "AVERAGE NET
ASSETS EMPLOYED" FOR A PERIOD MEANS