Attached files
file | filename |
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10-Q - FORM 10-Q - BLACK BOX CORP | l40437e10vq.htm |
EX-31.2 - EX-31.2 - BLACK BOX CORP | l40437exv31w2.htm |
EX-21.1 - EX-21.1 - BLACK BOX CORP | l40437exv21w1.htm |
EX-31.1 - EX-31.1 - BLACK BOX CORP | l40437exv31w1.htm |
EX-32.1 - EX-32.1 - BLACK BOX CORP | l40437exv32w1.htm |
Exhibit 10.1
Description of Annual Incentive Plan
On May 11, 2010, the Compensation Committee (the Committee) of the Board of Directors (the
Board) of Black Box Corporation (the Company) recommended that the Board approve, and the Board
approved, an annual incentive bonus plan (the FY11 Annual Incentive Plan) under the Black Box
Corporation 2008 Long-Term Incentive Plan (the 2008 Plan) for the fiscal year ending March 31,
2011 (Fiscal 2011). The performance goals for the FY11 Annual Incentive Plan are, as defined
below, operating earnings per share, adjusted operating margin percentage, adjusted EBITDA
and DSOs. Operating earnings per share means operating net income divided by weighted
average common shares outstanding (diluted) with operating net income meaning net income plus
Reconciling Items (as defined below); adjusted operating margin percentage means operating
income plus Reconciling Items divided by total revenues; adjusted EBITDA means EBITDA (net
income plus provision for income taxes, interest, depreciation and amortization) plus Reconciling
Items; and DSOs is an internal management calculation based on the balances in net accounts
receivable, costs in excess of billings and billings in excess of costs at the end of the
measurement period. Reconciling Items means amortization of intangible assets on acquisitions,
stock-based compensation expense, asset write-up expense on acquisitions, expenses, settlements,
judgments and fines associated with material litigation ($500,000 or greater per matter), changes
in fair value of any interest-rate swaps, certain pension plan funding expenses, the effect of
changes in tax laws or accounting principles affecting reported results and the impact of any
goodwill impairment.
The performance goals for the FY11 Annual Incentive Plan will be equally weighted. Under the
FY11 Annual Incentive Plan, the achievement of the performance goals at 80% of target (90% of
target for the DSOs performance goal) will result in a payout of 50% of targeted annual bonus, the
achievement of the performance goals at 100% of target will result in a payout of 100% of targeted
annual bonus and the achievement of the performance goals at 120% of target (110% of target for the
DSOs performance goal) will result in a payout of 150% of targeted annual bonus. Following Board
review and approval, the Committee made targeted annual bonus awards under the FY11 Annual
Incentive Plan to the Companys executive officers as follows: R. Terry Blakemore, President and
Chief Executive Officer 100% of base salary or $600,000; Michael McAndrew, Executive Vice
President, Chief Financial Officer, Treasurer and Secretary 100% of base salary or $350,000; and
Francis W. Wertheimber, Senior Vice President 50% of base salary or $133,000.
The Company, in the future, may adopt an annual incentive plan similar to the FY11 Annual
Incentive Plan with the performance goals set forth in the FY11 Annual Incentive Plan or with other
performance goals as permitted under the 2008 Plan.