Exhibit 10.3
SEQUA CORPORATION
LONG-TERM INCENTIVE PLAN
(Effective March 31, 2005)
SEQUA CORPORATION
LONG-TERM INCENTIVE PLAN
PURPOSE
The purpose of the Sequa Corporation Long-Term Incentive Plan (the "Plan") is to
improve the Company's long-term performance by encouraging eligible officers to
increase the economic profits of Sequa Corporation (the "Company") and its
business units.
ADMINISTRATION OF THE PLAN
THE PLAN SHALL BE ADMINISTERED BY THE COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS OF THE COMPANY (THE "COMMITTEE"), WHICH SHALL CONSIST OF TWO OR MORE
MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY, ALL OF WHOM SHALL BE "OUTSIDE
DIRECTORS" WITHIN THE MEANING OF SECTION 162(M) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
SUBJECT TO THE PROVISIONS OF THE PLAN, THE COMMITTEE SHALL HAVE FULL AND FINAL
AUTHORITY IN ITS DISCRETION (I) TO DETERMINE THE CORPORATE OFFICERS (OTHER THAN
THOSE SPECIFICALLY IDENTIFIED IN SECTION 3) WHO ARE ELIGIBLE TO PARTICIPATE IN
THE PLAN, (II) TO ADJUST PERFORMANCE MEASURES AND GOALS TO THE EXTENT PERMITTED
BY SECTION 5(E), (III) TO DETERMINE WHETHER THE PERFORMANCE GOALS WERE MET FOR A
PERFORMANCE CYCLE, (IV) TO ADOPT, AMEND, AND RESCIND SUCH RULES AND REGULATIONS
AS THE COMMITTEE DEEMS ADVISABLE IN THE ADMINISTRATION OF THE PLAN, (V) TO
CONSTRUE AND INTERPRET THE PLAN AND THE RULES AND REGULATIONS ADOPTED HEREUNDER,
(VI) TO MAKE ALL OTHER DETERMINATIONS DEEMED NECESSARY OR DESIRABLE FOR THE
ADMINISTRATION OF THE PLAN, AND (VII) TO PERFORM ALL OTHER POWERS AND DUTIES
CONFERRED BY THE PLAN.
PARTICIPATION
THE PERSONS WHO SHALL PARTICIPATE IN THE PLAN ("PARTICIPANTS") SHALL BE THE
EXECUTIVE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY, THE CHIEF EXECUTIVE
OFFICER
AND THE VICE CHAIRMEN OF THE COMPANY, CERTAIN BUSINESS UNIT PRESIDENTS,
CERTAIN DIVISION PRESIDENTS, AND SUCH OTHER CORPORATE OFFICERS OF THE COMPANY
AND ITS SUBSIDIARIES AS THE COMMITTEE SHALL DESIGNATE FROM TIME TO TIME.
A
CORPORATE OFFICER NOT SPECIFICALLY IDENTIFIED IN THE PRECEDING SENTENCE SHALL BE
ELIGIBLE TO PARTICIPATE IN THE PLAN FOR A PERFORMANCE CYCLE ONLY IF HIS OR HER
POSITION HAS BEEN DESIGNATED BY THE COMMITTEE FOR PARTICIPATION IN THE PLAN NO
LATER THAN MARCH 31 OF THE FIRST CALENDAR YEAR OF THAT PERFORMANCE CYCLE.
AN EMPLOYEE MUST BE EMPLOYED IN A POSITION ELIGIBLE FOR PARTICIPATION IN THE
PLAN ON THE FIRST DAY OF A PERFORMANCE CYCLE IN ORDER TO PARTICIPATE FOR THAT
PERFORMANCE CYCLE.
PERFORMANCE MEASURES AND PERFORMANCE CYCLE
THE PERFORMANCE MEASURE FOR EACH PERFORMANCE CYCLE SHALL BE CUMULATIVE ECONOMIC
PROFIT (AS DEFINED IN SECTION 4(B), BELOW), DETERMINED AS SET FORTH IN
SUBSECTION (B) OF THIS SECTION 4, MEASURED FROM THE FIRST BUSINESS DAY OF THE
PERFORMANCE CYCLE TO THE LAST BUSINESS DAY OF THE PERFORMANCE CYCLE.
THE CUMULATIVE ECONOMIC PROFIT WITH RESPECT TO A PERFORMANCE CYCLE SHALL BE THE
ECONOMIC PROFIT FOR ALL OF THE OPERATING UNITS OF THE COMPANY, EXCLUDING THE ARC
AUTOMOTIVE AND AFTER SIX BUSINESS UNITS, CALCULATED AS FOLLOWS:
START WITH PRE-TAX OPERATING INCOME (LOSS)
ADD EQUITY INCOME AND SUBTRACT EQUITY LOSSES OF JOINT VENTURES
SUBTRACT MINORITY INTERESTS' PROPORTIONAL