Attached files
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10-Q - XO HOLDINGS INC | v193646_10q.htm |
EX-31.1 - XO HOLDINGS INC | v193646_ex31-1.htm |
EX-32.1 - XO HOLDINGS INC | v193646_ex32-1.htm |
EX-31.2 - XO HOLDINGS INC | v193646_ex31-2.htm |
Exhibit
10.1
XO
Holdings, Inc.
2010
Annual Executive Bonus Plan
I. Overview
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This
document describes the terms of the 2010 Annual Executive Bonus Plan for
XO Holdings, Inc and its subsidiaries (“XOH” or the
“Company”). The
2010 Annual Executive Bonus Plan (the “Plan”) rewards
eligible executive officers for their contributions to the Company’s
success in meeting Corporate Goals, Functional Unit Goals and Individual
Goals. This document sets forth how the Plan works and how it
is administered.
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II. Plan
Administration
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The
Plan is provided by XOH at its sole discretion. The Plan is
administered by XOH’s Human Resources Department, subject to the
supervision of XOH’s CEO, COO, CFO and SVP HR, the Bonus Plan Committee or
“BPC”, at the direction of the Compensation Committee of the XOH Board of
Directors (“Compensation
Committee”). The Compensation Committee is responsible for
establishing performance metrics and determining whether a bonus will be
paid pursuant to the Plan. The Compensation Committee may, at
its sole discretion, and without prior notice, modify, change, alter or
terminate the Plan or determine whether or not a Plan bonus will be
paid. No bonus payment is payable without the authorization and
final approval by the Compensation Committee of the Board of
Directors.
In
the event of a claim or dispute brought forth by a participant, the
decision of the Compensation Committee as to the facts in the case and the
meaning and intent of any provision of the Plan, or its application, shall
be final, binding and conclusive.
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III. Bonus
Period
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The
period over which bonuses may be earned under the Plan is XOH’s 2010
fiscal year, beginning on January 1, 2010 and ending on December 31, 2010
(the “Bonus
Period”). The performance goals applicable to the Bonus
Period will be as specified by the Compensation Committee and may vary
from year to year.
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IV. Eligibility
Requirements
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An
executive officer is eligible to participate in the Plan only if all of the following
criteria are met:
·
Designated as eligible to participate by the Compensation
Committee;
·
Occupies an eligible position for a minimum of three consecutive
months during the applicable Bonus Period;
·
Renders overall satisfactory work performance; and
·
On XOH’s payroll and actively employed on the date of the Plan
bonus payment, which, if applicable, is expected to occur during the
subsequent fiscal year.
An
Executive Officer who is selected to participate in the Plan is referred
to as a “participant”.
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The
following individuals are ineligible to participate in the Plan, except as
otherwise specified by the Compensation Committee:
·
Executive Officers hired, rehired or moved into a bonus-eligible
position on or after October 1st
of the Bonus Period;
·
Otherwise-eligible executive officers who either voluntarily or
involuntarily discontinue employment at XOH prior to the date of any bonus
payment; and/or
·
Any person, regardless of his or her position or title, to the
extent not designated as eligible to participate by the Compensation
Committee.
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V. Plan
Funding Level and Corporate Goals
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XOH’s
corporate performance will be evaluated using the following financial
metrics: Cash Flow; Adjusted EBITDA; and Revenue. Other and/or
additional financial metrics may be applicable from time to time, as
specified by the Compensation Committee. Subject to
Compensation Committee approval, achievement of the applicable financial
metrics will determine whether the Plan is funded and bonuses are paid for
the Bonus Period. The combination of achievement of all metrics
results in the Plan Funding Level percentage (“PFL”) specified
by the Compensation Committee. XOH reserves the right to set
one or more minimum thresholds for the Plan’s corporate financial metrics;
if XOH’s actual performance relative to these metrics does not exceed the
applicable minimum threshold(s), there will be no bonus payout with
respect to the Bonus Period. Subject to Compensation Committee
approval, XOH also reserves the right to increase the size of the bonus
pool available for the Bonus Period to account for financial performance
materially exceeding the applicable target performance
levels.
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VI. Individual
Performance Goals
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Unless
the Compensation Committee determines otherwise, for all eligible
participants (other than the CEO) individual performance objectives will
be jointly established by each of the Plan’s participants and the
CEO. Individual goals will include various specific and
measurable objectives set at the beginning of the Bonus Period and
intended to support the overall corporate goals. The individual
goals may be weighted based upon the relative
importance. Periodic assessment of each participant’s
performance relative to his or her individual performance objectives will
be conducted by the CEO.
Unless
the Compensation Committee determines otherwise, at the end of the Bonus
Period, the evaluation of each participant’s performance (other than the
CEO) against the pre-established performance objectives will be conducted
by the CEO. Individual performance objectives are subject to
revision during a Bonus Period to address changes in corporate priorities
or objectives, as determined by the CEO and the Compensation
Committee.
For
the CEO, individual performance objectives will be jointly established by
the CEO and the Compensation Committee. Individual goals will include
various specific and measurable objectives set at the beginning of the
Bonus Period and intended to support the overall corporate
goals. Individual goals may be weighted based upon their
relative importance. Periodic assessment of the CEO’s
performance relative to his or her individual performance objectives will
be conducted by the Compensation Committee.
At
the end of the Bonus Period, the evaluation of the CEO’s performance
against the pre-established performance objectives will be conducted by
the Compensation Committee. Individual performance objectives
are subject to revision during a Bonus Period to address changes in
corporate priorities or objectives, as determined by the Compensation
Committee.
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VII. Annual
Bonus Target and Determination of Individual Awards
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The
Annual Bonus Target (“ABT”) will be a
percentage of a participant’s eligible base salary for the applicable
Bonus Period. Eligible Base Salary is defined in Section
IX. Bonus targets are as specified by the Compensation
Committee; however, individual payouts may be greater than or less than
the ABT.
The
bonus pool will be determined by the plan funding level linked to the 2010
Corporate Goals discussed in Section V for the Bonus Period, subject to
authorization and approval by the Compensation Committee. Fifty
percent (50%) of an employee’s Individual Bonus Award will be based upon
the achievement of the XOH Cash Flow, Adjusted EBITDA, and Revenue Goals
and the applicable Business Unit goals. The other fifty percent
(50%) of an employee’s Individual Award will be based upon individual
performance. These combined factors will determine potential bonus payouts
on an individual basis. Final bonus awards require the approval
of the Compensation Committee.
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Achievement
of the 2010 XOH Goals does not guarantee an individual bonus payout, and
no bonus attributable to individual goals will be paid unless all three
plan funding level corporate goals are met. Final bonus awards require
approval by the Compensation Committee. If XOH’s financial
performance does not meet or exceed any minimum thresholds established by
the Compensation Committee for the Bonus Period, the Plan will not be
funded and, unless otherwise authorized by the Compensation Committee, no
bonus will be payable to any Plan participant, regardless of the level of
individual contribution.
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VIII. COMPUTATION AND DISBURSEMENT OF FUNDS |
As
soon as practicable after the close of the 2010 fiscal year, the Corporate
Controller shall calculate the financial performance and the proposed
payout under the Plan based upon the achievement of the financial
performance measures. The proposed payout shall be presented to
the Compensation Committee for final approval. Once approved,
payment of the Financial Awards shall be made within 30 days after
completion of such approval but not later than December 31,
2011.
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IX. Administration
Rules and Definitions
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Eligible Base
Salary
Bonus
award calculations will be based upon the participant’s base salary in
effect as of the end of the Bonus Period. A participant’s base
salary shall be determined before both (a) deductions for taxes or
employee benefits, and (b) deferrals of compensation pursuant to any
XOH-sponsored benefit plans. The following are
exceptions:
·
In cases of grade/target change that occur during the Bonus Period,
the base salary in effect at the end of each time period will be used to
compute the target bonus award for each respective portion of the Bonus
Period.
·
In cases of changes in work schedule, (i.e., 35 to 40 hours or vice
versa), the base salary in effect at the end of each time period will be
used to compute the annual target bonus award.
Prorated Bonus
Awards
In
order to be eligible to receive a bonus award for the Bonus Period, a
participant must be employed in a bonus-eligible position for a minimum of
three months during that Bonus Period, except as otherwise provided by the
Compensation Committee. A bonus payout will be based on the
amount of time the eligible participant is actively and continuously
employed in a bonus eligible position during the Bonus
Period.
·
New Hires and
Rehires – Bonus award will be prorated based upon the number of
months employed during the Bonus Period. For example, a
participant initially hired on July 1st
would be eligible for 50% of the annual bonus award. In the
case of rehires, there is no credit for prior service and the rehire date
must occur prior to October 1st
in order for the participant to be eligible under the Plan for the Bonus
Period.
·
Leaves of Absence
- Time taken during a leave of absence is not credited toward
eligibility for a bonus award; therefore, awards will be prorated for the
length of time on leave of absence. Furthermore, bonus payments
are not considered earned and payable unless and until the participant
returns to work, with the exception of Military Leave. If the
leave of absence lasts nine months or more during the Bonus Period, the
participant will not have met the three-month eligibility required to earn
a bonus for that Bonus Period.
·
Promotions and
Demotions – If the action results in a movement from one
bonus-eligible position to another bonus-eligible position (with either a
higher or lower bonus target) a pro-rated bonus award will be
calculated. The bonus award will be calculated separately by
factoring the time in each bonus eligible position by the corresponding
bonus target and base pay during the participant’s tenure in each
position. However, if a participant is both promoted and later
demoted during the Bonus Period, the participant’s entire bonus
eligibility and bonus target percent will be determined by the lower
grade.
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·
Status
Change
o
Change in
employment status – The bonus award is not payable unless the
participant has occupied a bonus-eligible position for at least three
months during the Bonus Period and meets all eligibility criteria during
the last full quarter of the Bonus Period, i.e., from Oct 1st
through December 31st. The
bonus award will be based upon the base salary in effect at the end of the
applicable time period and the annual bonus target while in the
bonus-eligible position.
o
Bonus-eligible
position to a non-bonus eligible position – The bonus award is
prorated based upon the time in a bonus-eligible position as long as the
participant was in the position for a minimum of three months during the
Bonus Period. A participant must occupy a bonus-eligible
position prior to October 1st
in order to be eligible to receive a bonus payment for the Bonus
Period.
o
Non-bonus-eligible position to
a bonus-eligible position – The bonus award will be prorated based
on the time worked, the corresponding bonus target, and the salary in
effect at the end of the period while in the bonus-eligible position as
long as the participant was in the eligible position for a minimum of
three months during the Bonus Period. A participant must move
into the bonus-eligible position prior to October 1st
in order to be eligible to receive a bonus payment for the Bonus
Period.
If pro-rated awards
are granted, the awards shall be paid within 30 days following the final
approval of bonus awards for the Bonus Period, but not later than December
31, 2011.
Termination
If
a participant’s termination of employment occurs prior to the date the
bonus awards are actually paid, the participant will not be entitled to
any bonus payment for the Bonus Period during which the termination
occurs, except as otherwise provided by the Plan or directed by the
Compensation Committee. Bonuses are not considered earned until
they are approved by the Compensation Committee and are actually paid by
XOH. Consequently, a participant whose employment with the
Company is voluntarily or involuntarily terminated prior to the actual
bonus payment date will be deemed ineligible for a bonus payment, except
as otherwise provided by the Plan and the Compensation
Committee.
Other
In
the event of a situation not covered or clarified by the Plan guidelines,
the Compensation Committee will make the final determination regarding
eligibility and bonus calculations. No bonus payments will be
made under the Plan without prior approval by the Compensation
Committee. Bonus awards are subject to any applicable FICA,
federal, state and local withholding requirements as well as pretax
employee contributions to the Company’s 401(k) plan in effect at the time
of bonus payment. Employment at XOH is terminable at will
by either the Company or its employees and is for no definite
period of time. Nothing in this Plan constitutes, nor should it
be construed as, a commitment to employment for a specific duration or at
all. The existence of this Plan does not provide any employee
the right to continued employment with XOH or continued participation in
any compensation or bonus plan.
No
right under the Plan shall be assignable, either voluntarily or
involuntarily by the way of encumbrance, pledge, attachment, level or
change of any nature (except as may be required by state or federal
law).
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Nothing
in the Plan shall require the Company to segregate or set aside any funds
or other property for the purpose of paying any portion of an
award. No Participant, beneficiary or other person shall have
any right, title or interest in any amount awarded under the Plan prior to
the payment of such award to him or her.
XOH
determines, at its sole discretion, whether bonuses will be paid. XOH
reserves the right to amend and/or terminate this or any other bonus,
reward, and recognition plan at any time without notice. This
Plan is not a promise, guarantee, announcement, contract or agreement that
a bonus will be paid, nor is it a contract of
employment.
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