Attached files
file | filename |
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S-1 - FORM S-1 - Knight-Swift Transportation Holdings Inc. | c58386sv1.htm |
EX-10.7 - EX-10.7 - Knight-Swift Transportation Holdings Inc. | c58386exv10w7.htm |
EX-10.4 - EX-10.4 - Knight-Swift Transportation Holdings Inc. | c58386exv10w4.htm |
EX-10.3 - EX-10.3 - Knight-Swift Transportation Holdings Inc. | c58386exv10w3.htm |
EX-10.5 - EX-10.5 - Knight-Swift Transportation Holdings Inc. | c58386exv10w5.htm |
EX-10.8 - EX-10.8 - Knight-Swift Transportation Holdings Inc. | c58386exv10w8.htm |
EX-23.1 - EX-23.1 - Knight-Swift Transportation Holdings Inc. | c58386exv23w1.htm |
EX-21.1 - EX-21.1 - Knight-Swift Transportation Holdings Inc. | c58386exv21w1.htm |
EX-10.6 - EX-10.6 - Knight-Swift Transportation Holdings Inc. | c58386exv10w6.htm |
Exhibit 10.9
SWIFT CORPORATION
2010 PERFORMANCE BONUS PLAN
2010 PERFORMANCE BONUS PLAN
[Effective January 1, 2010]
1. Establishment and Purpose of Plan
Swift Corporation, a Nevada corporation (Company) hereby establishes this 2010
Performance Bonus Plan (Plan). The purpose of the Plan is to enhance the Companys ability to
attract and retain highly qualified employees and to provide such employees with additional
performance-based financial incentives to promote the success of the Company.
Unless otherwise specified, capitalized terms used in this Plan are defined in Section 8.
2. Eligibility and Participation
The Company will determine which employees or categories of employees are eligible to
participate in the Plan, and the terms of such participation, as provided in this Plan.
Participation in the Plan during the Performance Period does not guarantee continued employment or
participation in any subsequent bonus or other compensation plan. Generally, as a condition of
eligibility, an employee must have active, full-time status as an employee, have signed an
alternative dispute resolution (ADR) agreement, and have been employed prior to the beginning of
the Performance Period (except in the case of new employees whose participation in the Plan is
explicitly provided for in an offer letter or, except in the case of any officer or executive vice
president, any other written determination by the Company). Drivers and driver recruiters are not
eligible to participate in this Plan. Participants must be employed by the Company on the Payout
Date in order to be eligible for Actual Bonus Payouts. A Participant will not be considered to be
employed by the Company unless he is actually working for the Company on the Payout Date or he is
not working on that date due to a regularly scheduled day off, holiday, sick leave or vacation
day.
3. Performance Measures and Goals; Targeted Bonus Payouts
The Compensation Committee has established (a) Performance Goals that must be achieved
for Participants to receive Bonus Payouts for the Performance Period, (b) the weighting assigned
to each Performance Goal, and (c) threshold, target, and maximum targets for each Performance
Goal, as described in Schedule A to this Plan. As soon as practicable after the end of the
Performance Period (but in any event, within 60 days), the Compensation Committee, in its sole and
complete discretion, will certify whether and to what extent the Performance Goals have been
attained for the Performance Period.
The Compensation Committee has established Targeted Bonus Payouts for each of the
Companys executive officers, and the Companys management has established Targeted Bonus Payouts
for all other Participants, under the Plan.
4. Actual Bonus Payouts
Actual Bonus Payouts to individual Participants will be determined by the Company based upon
the achievement of the Performance Goals, as certified by the Compensation Committee, as well as
on a variety of other factors determined and measured by management including, but not limited to,
overall team performance, terminal or department performance, and individual performance. Actual
Bonus Payouts to the Companys executive officers must be approved by the Compensation Committee.
As soon as practicable after the end of the Performance Period (but in any event, within 75 days),
the Actual Bonus Payouts, if any, shall be paid. The Company will document the Actual Bonus
Payouts, if any, that are determined by management and paid to the Participants.
Any Participant who would otherwise be eligible to receive a Bonus Payout but who is not
employed on the Payout Date will forfeit his or her Actual Bonus Payout unless that Participant is
entitled to a pro-rated portion of his or her Actual Bonus Payout according to the terms of his or
her employment or other written agreement with the Company.
5. Administration; Oversight and Interpretation
The Company is responsible for the administration of the Plan, and may establish such rules
and procedures as it deems necessary or advisable for this purpose. The Compensation Committee is
responsible for establishing the Performance Goals, weightings, and targets under the Plan, as
provided in Section 3, and for the oversight of the Plan. The Company will establish an Appeals
Committee, consisting of two or more persons, to review and consider any and all Participant
claims arising under the Plan with respect to which prior determinations made by the Company have
been appealed by the Participant.
Except as provided below, the Appeals Committee will have full authority to interpret the
Plan and to make determinations under the Plan, and all such determinations will be final and
conclusive for all purposes and upon all persons. Notwithstanding the foregoing, the Compensation
Committee shall have the sole authority to interpret all of the provisions of the Plan and to make
determinations having to do with the establishment or certification of the Performance Goals, the
application of the Plan to the Companys executive officers, or any claim made by an executive
officer; the interpretations and determinations made by the Compensation Committee will be final
and conclusive for all purposes and upon all persons.
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No member of the Appeals Committee shall be liable for any action, omission or
determination relating to the Plan, and the Company shall indemnify and hold harmless each member
of the Appeals Committee, each member of the Compensation Committee, and each other employee of the
Company to whom any duty or power relating to the administration or interpretation of the Plan has
been delegated from and against any cost or expense (including attorneys fees) or liability
(including any sum paid in settlement of a claim with the approval of the Compensation Committee)
arising out of any action, omission or determination relating to the Plan, unless, in either case,
such action, omission or determination was taken or made by such member, director or employee in
bad faith and without reasonable belief that it was in the best interests of the Company.
6. Adoption, Amendment and Termination
This Plan has been adopted by the Company, with the approval of the Compensation Committee.
The Company may, at any time, with the approval of the Compensation Committee, amend, modify,
suspend, or terminate the Plan, including any amendment deemed necessary or desirable to correct
any defect or to rectify an omission or to reconcile any inconsistency in the Plan or in any
Targeted or Actual Bonus Payout, provided that stockholder approval of such amendment is obtained
if required by Section 162(m) of the Code or of the applicable rules of any stock exchange. No
amendment, modification, suspension or termination of the Plan may in any manner affect
Performance Goals previously certified by the Compensation Committee as having been attained, or
Actual Bonus Payouts previously approved by the Compensation Committee, without the consent of the
Participant, unless the Compensation Committee has made a determination that an amendment or
modification is in the best interests of the Company and of all of the Participants. If this Plan
is subject to Section 162(m) of the Code, none of the Performance Goals may be modified once they
have been established, and no amendment or modification may result in an increase in the amount of
an Actual Bonus Payment to any of the Companys executive officers.
7. Miscellaneous
(a) The Plan and all determinations made and actions taken under the Plan
will be governed by the laws of the State of Arizona and construed in accordance
therewith.
(b) Prior to pursuing any equitable or legal action, any individual who
believes that he is entitled to an Annual Incentive payment under the terms of this Plan
must follow these procedures.
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(i) Within 30 days after the Company has determined and
communicated the amounts of the Actual Bonus Payouts, if any, to Participants, any
Participant who disagrees with the Companys determination of the Participants Actual
Bonus Payout or of any other matter in connection with the Plan must file, in writing, a
written statement with the Appeals Committee, setting forth the amount that the
Participant believes should be paid to him and the basis and underlying facts supporting
such belief. If a Participant does not file a written statement with the Appeals Committee
within such 30-day period, the Appeals Committees determination shall be deemed final,
conclusive, and uncontestable.
(ii) If a written statement is timely filed with the Appeals
Committee, it shall review the written statement and shall determine, in its sole and
complete discretion, whether to confirm the Companys prior determination or modify, in
whole or in part, that prior determination. This review shall occur within 30 days
following the Appeals Committees receipt of the Participants written statement. The
Appeals Committee will provide the Participant with written notice of its decision within
15 days following the end of the 30-day review period.
(iii) If the Participants request is denied in whole or in part, the Participant may
pursue applicable equitable or legal remedies; provided, however, that:
(A) Any such action must be brought within 12 months
of the date on which the Participant receives the Appeals Committees
written notice referred to in paragraph (ii) above;
(B) Any such action must be brought in the Maricopa
County Superior Court in the State of Arizona; and
(C) In any such action, the Appeals Committees
determination (including but not limited to interpretation of Plan
provisions and any findings of fact) shall be treated as final and not
subject to de novo review unless shown to be arbitrary and capricious.
(c) The Company will have the right to deduct from all Actual Bonus
Payouts any taxes required to be withheld with respect to such payments.
(d) Nothing contained in the Plan shall confer upon any Participant any
right with respect to the continuation of his employment by the Company or interfere in
any way with the right of the Company, subject to the terms of any separate employment
agreement to the contrary, at any time to terminate such employment.
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8. Definitions
(a) Actual Bonus Payout means the bonus payment determined by the
Companys management to be payable to a Participant.
(b) Appeals Committee means the committee established on behalf of the
Company by the Companys Chief Executive Officer, for the purpose of hearing the
appeals of claims arising under this Plan.
(c) Board means the Board of Directors of Swift Corporation.
(d) Company means Swift Corporation, a Nevada corporation, and its
subsidiaries and successors.
(e) Compensation Committee means the Compensation Committee of the
Board (or a subcommittee of therof).
(f) Payout Date means the date, not later than 75 days after the end of the
Performance Period, on which Actual Bonus Payouts are paid to Participants. The
Company may, in its discretion, make partial Actual Bonus Payouts during or after the
Performance Period, but prior to the Payout Date.
(g) Performance Goal(s) means one or more performance goals established
by the Committee.
(h) Performance Period means the Companys fiscal year beginning January 1, 2010, and
ending December 31, 2010.
(i) Plan means the 2010 Performance Bonus Plan, as set forth herein and as may be
amended from time to time.
(j) Participant means an employee of the Company who is eligible to participate in
this Plan.
(k) Targeted Bonus Payout is the payout established by the Committee for each of the
Companys executive officers and for each pay grade.
SWIFT CORPORATION, | ||||||
a Nevada corporation | ||||||
By | /s/ Jerry Moyes | |||||
Title |
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SCHEDULE A
SWIFT CORPORATION
2010 PERFORMANCE BONUS PLAN PERFORMANCE GOALS
2010 PERFORMANCE BONUS PLAN PERFORMANCE GOALS
The 2010 Performance Bonus Plan (Plan) establishes a bonus pool determined with regard to
the Companys Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA).
For purposes of the Plan, EBITDA means the EBITDA for the Company as defined by the Companys
Credit Agreement, for the Performance Period, as adjusted to remove the impact of restructuring
charges and severance charges, for gains and losses on divestitures, discontinued operations,
impairments, cancelation of debt income, stock option expense, other unusual and non-recurring
items and unbudgeted material acquisitions and divestitures. All adjustments remain at the
discretion of the Committee.
The specific 2010 Performance Goals, the relative weightings of each, and the payout percentages
are set forth in the following table:
Weighting | Threshold | Target | Stretch | Maximum | ||||||||||||||||
EBITDA ($M) |
100 | % | $ | 440.0 | $ | 450.0 | $ | 475.0 | $ | 500.0 | ||||||||||
Target Bonus Pool %* |
50 | % | 100 | % | 150 | % | 200 | % |
* | The total payout will not exceed 200% of target. Individual target percentages will be grade-based. |
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