KEY EMPLOYEE RETENTION INCENTIVE PLAN
- Purpose. This Owens Corning
Key Employee Retention Incentive Plan has been established by Owens
Corning for designated key employees of the Company. The purpose of the
Plan is to provide an incentive to Participants to remain in the employ of
the Company through the date of the Company's emergence from Chapter 11
- Definitions. For purposes of this
shall mean the Board of Directors of Owens Corning.
shall mean acts of gross misconduct, gross insubordination, embezzlement,
fraud, misappropriation of funds, property or trade secrets (in each case
as determined by the Committee), or the commission of any felony under
state or federal law.
shall mean the Compensation Committee of the Board.
shall mean Owens Corning, a Delaware Corporation, and each of its
subsidiaries and affiliates.
shall mean the Participant's entitlement to benefits under any long term
disability plan or program of the Company.
Date" means January 1, 2005.
shall mean the effective date of a Plan of Reorganization confirmed in
the Chapter 11 proceedings.
Amount" shall mean, with respect to each Participant, the amount
payable under the Plan in accordance with Section 5(a) hereof.
Date" shall mean the date of Emergence, as defined.
- "Nonqualifying Severance" shall mean any
termination of a Participant's employment with the Company after the
Effective Date and before the earlier of the Emergence Date or December
31, 2005, in other than a Qualifying Severance.
shall mean an employee of the Company who participates in the Plan in
accordance with Section 4 hereof.
shall mean this Owens Corning Key Employee Retention Incentive Plan, as
amended from time to time.
Severance" shall mean the termination of a Participant's employment
with the Company after the Effective Date and before the earlier of the
Emergence Date or December 31, 2005: (i) by the
Company other than for Cause, or (ii) by reason of death or Disability.
- The Plan shall be
administered by the Committee, which shall have complete authority to
determine who shall participate herein and the Retention Amount
applicable to each Participant, to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it, and to make all
other determinations necessary or advisable for the administration of the
- The Committee is
authorized, on behalf of the Plan, to engage accountants, legal counsel
and such other personnel as it deems necessary or advisable to assist it
in the performance of its duties under the Plan. All reasonable expenses
thereof shall be borne by the Company.
- All decisions made by
the Committee pursuant to the provisions of the Plan shall be final,
conclusive and binding on all persons, including the Company and the
Participants. No member of the Board or the Committee, nor any officer or
employee of the Company acting on behalf of the Board or the Committee,
shall be personally liable for any action, determination, or
interpretation taken or made in good faith with respect to the Plan, and
all members of the Board or the Committee and each and any officer or
employee of the Company acting on their behalf shall, to the extent permitted
by law, be fully indemnified and protected in respect of any such action,
determination or interpretation.
- The Committee may
delegate any of its duties hereunder to such person or persons as it may
designate from time to time.
- Participation. The Committee shall,
in its sole discretion, select the employees of the Company who shall
participate in the Plan. As a condition to participation in the Plan, each
such employee shall execute a document, in such form as the Committee may
require, acknowledging his or her participation in the Plan and his or her
intent to remain employed by the Company through the Emergence Date.
- In General. Each Participant
who remains employed by the Company through December 31, 2005 shall
receive a cash payment from the Company equal to the Retention Amount
established by the Committee for the Participant, as set forth in the
letter informing the Participant of his or her participation in the Key
Employee Retention Incentive Plan. There shall be no requirement of
uniformity of Retention Amount among Participants.
- Qualifying Severance. Each Participant
who terminates employment with the Company under a Qualifying Severance
shall receive a cash payment from the Company equal to his or her
Retention Amount multiplied by a fraction, the numerator of which is the
number of calendar months (including fractional months) from the
Effective Date until the date of the Qualifying Severance, and the
denominator of which is 12.
- Nonqualifying Severance. No payment shall be
made under the Plan in respect of a Participant who incurs a Nonqualifying Severance.
- Payment Upon Emergence. If the Company Emerges prior to December
31, 2005, each participant shall receive a cash payment from the Company
equal to his or her Retention Amount multiplied by a fraction, the
numerator of which is the number of calendar months (including fractional
months) from the Effective Date until the date of Emergence, and the
denominator of which is 12.
- Form and Timing of
Payment. In general, payments under this Section 5 shall be made in a
lump sum. Such payment shall be made as soon as practicable following the
earlier of the Emergence Date or December 31, 2005, but in no case later
than March 15, 2006 and in the case of a payment pursuant to subsection
(b) above, such payment shall be made as soon as practicable following
the date of the Qualifying Severance but in no case later than 2.5 months
thereafter. Retention amounts are expressed in US dollars, and any
payments under this Plan in other currency will be based on the exchange
rate in effect at the time of payout.
- General Provisions.
- Compliance with Legal
Requirements. The Plan, the payment of amounts hereunder, and the other
obligations of the Company under the Plan shall be subject to all
applicable federal and state laws, rules and regulations, and to such
approvals by any regulatory or governmental agency as may be required.
- Nontransferability. No Participant
shall have the right to alienate, anticipate, commute, pledge, encumber
or assign any of the benefits or payments which he or she may expect to
receive, contingently or otherwise, under this Plan.
- No Right To Continued Employment. Nothing in the Plan
shall confer upon any Participant the right to continue in the employ of
the Company or to be entitled to any remuneration or benefits not set
forth in the Plan or to interfere with or limit in any way the right of
the Company to terminate such Participant's employment, which remains
- Effect on Other
Benefits. Amounts paid or payable hereunder shall not be treated as
compensation for purposes of determining benefit amounts or accruals
under any employee pension or benefit plan, program or arrangement
maintained by the Company.
- Severability. If any provision of
this Plan shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions hereof, and this
Plan shall be construed and enforced as if such provisions had not been
- Successors. This Plan shall be
binding upon the heirs, executors, administrators, successors and assigns
of the parties, including each Participant and any successor to the
- Construction. The headings and
captions herein are provided for reference and convenience only, shall
not be considered part of the Plan, and shall not be used in the
construction of the Plan.
- Withholding Taxes. All amounts to be
paid hereunder to Participants shall be paid net of any taxes that the
Company may be required to withhold therefrom
in respect of any federal, state, local or other taxes.
Termination and Duration of the Plan. The Committee may at any time and
from time to time alter, amend, suspend, or terminate the Plan in whole
or in part. The Plan shall terminate on the earlier of the Emergence Date
or December 31, 2005, provided that all amounts not yet paid on the
Emergence Date shall be paid thereafter in accordance with the terms
- Unfunded Plan. The Plan is intended
to constitute an "unfunded" plan for incentive compensation.
With respect to any payments not yet made to a Participant hereunder,
nothing contained in the Plan shall give any such Participant any rights
in any assets of the Company that are greater than those of a general
creditor of the Company.
- Beneficiary. A Participant may
file with the Committee a written designation of a beneficiary on such
form as may be prescribed by the Committee and may, from time to time,
amend or revoke such designation. If no designated beneficiary survives
the Participant, the executor or administrator of the Participant's
estate shall be deemed to be the Participant's beneficiary.
- Governing Law. The Plan and all
determinations made and actions taken pursuant hereto shall be governed
by the laws of the State of Delaware
without giving effect to the conflict of laws principles thereof.