Exhibit 10.12
XXXXXXX DENVER, INC.
LONG-TERM CASH BONUS AWARD AGREEMENT
LONG-TERM INCENTIVE PLAN
THIS LONG-TERM CASH BONUS AWARD AGREEMENT ("Agreement"), made
effective as of the Grant Date (as defined in paragraph 1), by and between
(hereinafter the "Participant") and Xxxxxxx Denver, Inc.
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(hereinafter the "Company");
WITNESSETH THAT:
WHEREAS, the Company maintains the Long-Term Incentive Plan (the
"Plan") and the Participant has been selected by the committee administering
the Plan (the "Committee") to receive a Long-Term Cash Bonus Award ("Award")
under the Plan:
NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:
1. Benefits. Participant shall be eligible to receive any and
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all benefits to which he is entitled to receive for the Long Term Cash Bonus
Award under the terms and subject to the conditions of the Plan, as amended
from time to time, which terms and conditions are hereby made a part hereof
and are incorporated herein by reference. In the event of any inconsistency
or conflict between the terms of the Plan and those of this Award Agreement,
the terms of the Plan shall prevail. Terms which are not specifically
defined herein shall have the meanings ascribed to them in the Plan.
2. Terms of Award. The following terms used in this Agreement
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shall have the meanings set forth below:
(a) Grant Date. The "Grant Date" is .
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(b) Performance Period. The "Performance Period" is
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the period beginning on the Grant Date and ending on the third anniversary
of the Grant Date.
(c) Base Salary Factor. The "Base Salary Factor" to
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be used in calculating the Participant's Award granted hereunder by
application to the Participant's Base Salary in effect as of the end of the
Performance Period, is .
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(d) Performance Targets. The "Performance Targets"
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which must be met by the end of the Performance Period in order for the
Participant to receive an Award hereunder are the following percentage
increases in the compound growth rate of earnings before taxes for the
Company's industrial businesses (i.e., excluding petroleum products) (the
"Earnings Growth Rate"):
Threshold Performance Target Performance Maximum Performance
8% 10% 12%
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(e) Payment Opportunity. The Participant's "Payment
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Opportunity" is determined by the extent to which the Performance Targets
set forth in this paragraph 1(d) are met by the end of the Performance
Period in accordance with the following table:
Performance Target Achieved Payment Opportunity
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Threshold Performance 50%
Target Performance 100%
Maximum Performance 150%
The Payment Opportunity for an Earnings Growth Rate occurring between stated
Performance Targets at the end of any Performance Period shall be determined
through simple interpolation. An Earnings Growth Rate below the Threshold
Performance in any Performance Period will result in no Award payment for
that Performance Period.
(f) Date of Termination. The Participant's "Date of
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Termination" shall be the first day occurring on or after the Grant Date on
which the Participant is no longer employed by the Company or any Subsidiary
or Affiliate of the Company, regardless of the reason for the termination of
employment; provided that a termination of employment shall not be deemed to
occur by reason of a transfer of the Participant between the Company and a
Subsidiary or between two Subsidiaries. All determinations regarding
employment shall be made by the Committee.
(g) Target Performance. Target Performance means the
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Earnings Growth Rate Performance Target for the Performance Period, the
attainment of which is necessary for the payment of a 100% Payment
Opportunity.
(h) Threshold Performance. Threshold Performance
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means the Earnings Growth Rate Performance Target for the Performance
Period, the attainment of which is necessary for the payment of a 50%
Payment Opportunity and for the payment of any Award at the conclusion of a
Performance Period.
(i) Maximum Performance. Maximum Performance means
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the Earnings Growth Rate Performance Target for the Performance Period, the
attainment of which is necessary for the payment of a 150% Payment
Opportunity.
3. Award. The Participant is hereby awarded a Long-Term Cash
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Bonus Award under the Plan in an amount to be determined in accordance with
the terms set forth in paragraph 2 above, subject to the achievement of the
Performance Targets set forth therein. The Committee shall compute the
specific amount of Long-Term Cash Bonus Award payable to the Participant
hereunder by applying the Base Salary Factor set forth above to the
Participant's Base Salary in effect as of the end of the Performance Period
and multiplying that product by the applicable payment opportunity as of the
end of the Performance Period in accordance with the following formula:
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Payment Opportunity X (Base Salary Factor X Base Salary)
In the event the Award calculated in accordance with the provisions of
paragraph 2 above exceeds the maximum Award permissible under the terms of
the Plan, then such Award shall automatically be reduced to the maximum
permitted under the terms of the Plan.
4. Payment. Unless the Participant's Date of Termination
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occurs during the Performance Period, then, as soon as practicable following
the end of the Performance Period, the Participant shall be paid in a lump
sum in either cash or Restricted Stock, at the sole and absolute discretion
of the Committee, an Award calculated in accordance with the terms and
methodology set forth in paragraph 2 hereof. In the event the Participant's
Date of Termination occurs prior to the end of the Performance Period for
any reason other than death, Disability, or Retirement, the Award granted
hereunder, if any, shall be forfeited as of the Date of Termination, unless
the Committee determines otherwise in its sole and absolute discretion. In
the event the Participant's Date of Termination occurs prior to the end of
the Performance Period due to the Participant's death, Disability, or
Retirement, then the Participant shall receive a pro-rata payment of the
Award payable hereunder, if any, at the end of the Performance Period, based
on the portion of the Performance Period elapsed as of the Date of
Termination and the achievement of the Performance Targets as of the end of
the Performance Period unless the Committee determines otherwise in its role
and absolute discretion.
5. Assignment and Transfer. Participant shall not sell,
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transfer, assign, hypothecate, pledge, grant a security interest in, or in
any other way alienate any Award granted hereunder, or any interest or right
therein, except by will or the laws of descent and distribution, and any
such attempted transfer, assignment, hypothecation, pledge or grant of a
security interest shall be null and void and of no legal force or effect.
6. Acceleration of Payment Upon Change of Control. In the
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event of a Change of Control, the Award granted hereunder shall be deemed to
have been earned in full at the Target Payment Opportunity set forth in
paragraph 2(e) above and shall be immediately payable to the Participant in
a lump sum in cash.
7. Withholding. All payments and distributions under this
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Agreement are subject to withholding of all applicable taxes.
8. Miscellaneous. This Agreement contains the entire
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agreement of the parties with respect to its subject matter. This Agreement
shall be binding upon and inure to the benefit of the respective parties,
the successors and assigns of the Company, and the heirs and personal
representatives of the Participant.
9. Governing Law. This Agreement shall be governed by and
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construed and enforced in accordance with the laws of the State of Illinois
without reference to its principles of conflict of laws.
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10. Heirs and Successors. This Agreement shall be binding
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upon, and inure to the benefit of, the Company and its successors and
assigns, and upon any person acquiring, whether by merger, consolidation,
purchase of assets or otherwise, all or substantially all of the Company's
assets and business. If any rights exercisable by the Participant or
benefits deliverable to the Participant under this Agreement have not been
exercised or delivered, respectively, at the time of the Participant's
death, such rights shall be exercisable by the Designated Beneficiary, and
such benefits shall be delivered to the Designated Beneficiary, in
accordance with the provisions of this Agreement and the Plan. The
"Designated Beneficiary" shall be the beneficiary or beneficiaries
designated by the Participant in a writing filed with the Committee in such
form and at such time as the Committee shall require. If a deceased
Participant fails to designate a beneficiary, or if the Designated
Beneficiary does not survive the Participant, any benefits distributable to
the Participant hereunder shall be distributed to the legal representative
or the estate of the Participant. If a deceased Participant designates a
beneficiary but the Designated Beneficiary dies before the complete
distribution of benefits to the Designated Beneficiary under this Agreement,
then any benefits that would have been distributed to the Designated
Beneficiary shall be distributed to the legal representative or the estate
of the Designated Beneficiary.
11. Administration. The authority to manage and control the
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operation and administration of this Agreement shall be vested in the
Committee, and the Committee shall have all powers with respect to this
Agreement as it has with respect to the Plan. Any interpretation of the
Agreement by the Committee and any decision made by it with respect to the
Agreement is final and binding on all persons.
12. Not an Employment Contract. This Agreement will not
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confer on the Participant any right with respect to continuance of
employment or other service with the Company or any Subsidiary, nor will it
interfere in any way with any right the Company or any Subsidiary would
otherwise have to terminate or modify the terms of such Participant's
employment or other service at any time.
13. Amendment. This Agreement may be amended by written
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agreement of the Participant and the Company, without the consent of any
other person.
14. Entire Agreement. This Agreement sets forth the entire
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agreement, and supersedes all other agreements and understandings, whether
oral or written, by and between the parties relating to the subject matter
hereof.
IN WITNESS WHEREOF, the Participant has executed this Agreement,
and the Company has caused these presents to be executed in its name and on
its behalf, all as of the Grant Date.
Participant
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Xxxxxxx Denver, Inc.
By:
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Its:
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