The Executive Incentive Compensation Plan (the "Plan") has been established to
support Journal Register Company's (the "Company") objective of being a leader
in the newspaper industry, and a company that stresses high quality products and
services, superior customer service, and a good return on its stockholders'
investment. The Plan provides quarterly and/or annual incentive awards to
certain executive officers of the Company, contingent upon the financial
performance of the Company, to motivate individual and corporate performance
that will inure to the benefit of the Company's stockholders.
The Plan is intended to comply with Section 162(m) of the Internal Revenue Code.
Any Plan provision that is determined to be in conflict with this goal shall be
null and void.
The Compensation Committee of the Board of Directors administers the Plan. The
Compensation Committee establishes the performance goals which must be met
before awards are payable under the Plan, administers the Plan in accordance
with terms and conditions of the Plan, and certifies, prior to payment of any
awards, that the performance goals for which awards are payable were, in fact,
The Plan applies to the Company's fiscal quarters and fiscal year.
The Chairman, President and CEO, the Executive Vice President and CFO, and
executives in comparable positions with the Company are eligible to participate
in the Plan.
To be eligible to receive an incentive award during any given fiscal year, a
participant must be in an eligible position during that fiscal year and remain
in an eligible position until the date the awards for that fiscal year are paid.
Participants who assume an eligible position after the beginning of a fiscal
year will be eligible to participate in the Plan during that year. Their
Individual Incentive Target will be pro-rated; however, to reflect the actual
number of days in that position during the year versus the total number of
available work days in the year. Participants who leave the Company, either on a
voluntary or involuntary basis, prior to the date awards are paid will cease to
be eligible to participate in the Plan on the effective date of their
termination of employment.
Each eligible participant is assigned an Individual Incentive Target for the
purpose of calculating awards under the Plan. The targets are based in part on
the participant's base compensation rate. The Individual Incentive Target
represents the amount a participant would receive as an award under the Plan for
the quarter or year if all the Company financial performance goals were met. The
actual award amount may be higher or lower than this amount depending on actual
Company financial performance during the quarter or year for which the award is
calculated. For the purposes of the Plan, the base compensation rate of the CEO
and CFO may not be increased after the Compensation Committee has established
the Individual Incentive Target for that particular fiscal year.
Company financial performance is measured by comparing actual financial results
for a given quarter or year against the financial performance goals established
by the Compensation Committee prior to the beginning of that fiscal quarter or
year. Such goals shall not change, as this Plan applies to the CEO and CFO. The
specific financial elements used in this comparison are one or more of the
following: earnings per share; return on equity; revenue growth; earnings before
interest, taxes, depreciation and amortization (EBITDA); return on assets;
return on
invested capital; market capitalization; stock price appreciation; operating
income; net income; free cash flow; repayment of debt; and strategic business
goals relating to acquisitions. The Compensation Committee authorizes the
payment of incentive awards immediately before, or as soon as practicable
following the end of each quarter or year and certifies that the performance
targets for which incentives are payable have been met.
The award level based on Company financial performance may range from 0% to 200%
depending on actual results. For participants other than the CEO and CFO, after
the award level is calculated, the Compensation Committee and the CEO
subjectively evaluate such participant's contribution to the Company's
performance and the award may be adjusted upward or downward as a result;
provided, however, in no event shall a participant's award be more than 200% of
the applicable Individual Incentive Target. The maximum award that may be paid
to the CEO with respect to any fiscal year is $1,000,000. The maximum award that
may be paid to the CFO with respect to any fiscal year is $650,000. The
Compensation Committee reserves the right to reduce the level of incentives
payable for all participants, at its sole discretion.
Awards shall be paid immediately before, or as soon as practicable following,
the end of the fiscal quarter or year for which awards are payable.
The establishment of the Plan, the payment of any award, or any action of the
Compensation Committee in connection with the Plan shall not be held or
construed to confer upon any participant any legal right to be continued in the
employ of the Company.
Any decision made or action taken by the Compensation Committee in connection
with the construction, administration, interpretation and effect of the Plan
shall be within the absolute discretion of the Compensation Committee and shall
be conclusive and binding upon all persons.
The Plan may be terminated, suspended, withdrawn, amended or modified in whole
or in part at any time. No member of the Board of Directors or Compensation
Committee shall be liable for any act or action hereunder, whether of commission
or omission, taken by any other member, officer, agent or participant, except in
circumstances involving bad faith, for anything done or omitted to be done by