Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - Nuvera Communications, Inc. | Financial_Report.xls |
| EX-31.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 302 - Nuvera Communications, Inc. | newulm131905_ex31-2.htm |
| EX-32.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 906 - Nuvera Communications, Inc. | newulm131905_ex32-2.htm |
| EX-32.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 906 - Nuvera Communications, Inc. | newulm131905_ex32-1.htm |
| EX-31.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 302 - Nuvera Communications, Inc. | newulm131905_ex31-1.htm |
| 10-Q - FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2013 - Nuvera Communications, Inc. | newulm131905_10q.htm |
EXHIBIT 10.4.1
New Ulm Telecom, Inc.
Amended Management Incentive Plan
Plan Summary
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Section I. Purpose |
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The purpose of the Management Incentive Plan (the “Plan”) is to enable New Ulm Telecom, Inc. (the “Company”) to motivate its executive officers to achieve key financial and strategic objectives. This Plan is effective beginning with the 2006 fiscal year and will continue until the Company amends, revises or terminates the Plan. |
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Section II. Eligibility Criteria |
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Plan participants are selected by the Compensation Committee of the Board of Directors (the “Committee”). Eligible participants include the following: |
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Chief Executive Officer |
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Chief Operating Officer |
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Chief Financial Officer |
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Participants in the Management Incentive Plan are not eligible for participation in the Employee Incentive Plan. |
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Section III. Award Levels |
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Participants have the opportunity to earn cash payments under the Plan based on the achievement of pre-established financial and non-financial objectives for the fiscal year. Awards are determined as described in Section IV, and award targets are expressed as a percentage of the participant’s base salary. |
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The minimum individual award for any fiscal year is 0%. The target and maximum individual awards are as follows: |
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Position |
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Target Award |
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Maximum Award |
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Chief Executive Officer |
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20% of base salary |
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40% of base salary |
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Chief Operating Officer |
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15% of base salary |
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30% of base salary |
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Chief Financial Officer |
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15% of base salary |
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30% of base salary |
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As listed in the above table, the maximum individual awards are equal to two times [2x] the target award. |
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Section IV. Award Calculation & Determination |
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Awards are calculated and determined based on the following three Company objectives1. The award formula is weighted according to each of the percentages listed below. |
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1. |
Operating Income before Income Taxes, Depreciation and Amortization (OIBITDA) |
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60% weight |
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Operating Revenue |
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25% weight |
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Customer Service (up time, customer survey results, customer retention) |
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15% weight |
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Total Weighting |
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100% |
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Performance Minimums and Maximums |
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Performance results must be at least 80% of goal in order to produce any award. In addition, no awards will be paid if OIBITDA performance is less than 80% of goal. Maximum awards are paid for goal achievement of 120% and above. |
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Performance & Award Multiple Table |
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As indicated in the following table, the percent of goal achievement determines the award percentage for each of the identified objectives. This table assumes an individual incentive target equal to 15% of base pay. |
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% of Goal |
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OIBITDA |
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Operating |
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Customer |
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Total Award |
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120%+ |
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18.0% |
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7.5% |
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4.5% |
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30.0% |
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110% |
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13.5% |
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5.63% |
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3.38% |
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22.51% |
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100% |
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9.0% |
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3.75% |
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2.25% |
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15.0% |
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90% |
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6.75% |
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2.79% |
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1.71% |
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11.25% |
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80% |
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4.5% |
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1.88% |
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1.13% |
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7.51% |
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<80% |
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0% |
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0% |
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0% |
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0% |
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Awards are prorated between levels of performance. |
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Award Examples |
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Annual Base Pay: |
$70,000 |
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Incentive Target: |
15% or $10,500 |
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OIBITDA: |
90% of goal |
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Operating Revenue: |
110% of goal |
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Customer Service: |
100% of goal |
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(90% * 0.60) + (110% * 0.25) + (100% * 0.15) = (6.75%) + (5.63%) + (2.25%) = 14.63% |
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14.63% x $70,000 = $10,241.00 |
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1 Financial measures generally refer to figures reported in the Company’s audited income statement; however, all measures for the Plan are subject to the definition and interpretation of the Board of Directors, including the ability to make adjustments for extraordinary items as deemed appropriate by the Board of Directors. |
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Section V. Plan Administration |
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The Plan is administered by the Compensation Committee of the Board of Directors. |
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Awards are generally determined as described in Section IV, however, the Committee reserves the right to modify the calculations at its discretion. Reasons for modification may include (but are not limited to) acquisitions or sales of businesses, below target financial performance and/or external economic factors. |
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Any awards that are earned under the Plan will be paid no later than March 15 following the year in which the awards are earned. If, however, the Company has not completed the process of determining the final awards under the Plan by March 15, then the Company will pay the awards as soon as practical after March 15, but within the same calendar year. Participants need to be employed through the last date of the fiscal year in order to receive any award for that year (unless otherwise specified in the Executive’s employment agreement). Notwithstanding the foregoing, any award earned by a Participant who is a “specified employee” under Treas. Reg. §1.409A-1(i) shall be paid, without interest, on the first day following six months after the Participant’s “separation from service” under Treas. Reg. §1.409A-1(h). For purposes of determining specified employees, the identification date shall be December 31 and the effective date shall be the following April 1. |
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Section VI. Progress Reports & Insider Information |
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Quarterly progress reports will be given to all employees upon filing of the Company’s 10Q with the Securities and Exchange Commission. This will take place no more than 45 days after any given quarter except year-end (see Plan Administration). Any information given out prior to a public report (such as a 10Q) is considered inside information. |
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All employees must be aware that forecast information is proprietary in nature and must not be disclosed. If this information is disclosed, not only could it be a competitive disadvantage for the Company, but the employee disclosing such information could be liable for passing insider information. |
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Section VII. Participant Rights |
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This Plan is not intended to be a contract of employment. Both the Participant and the Company have the right to end their employment relationship with or without cause or notice. |
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Section VIII. Amendment & Termination |
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Except as otherwise stated in this plan, the Company reserves the power to amend or wholly revise the Plan, prospectively, at any time with or without prior notice. |
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The Company may terminate the Plan at any time and reserves the right to interpret all provisions of the Plan. The terms of this document shall supersede all terms and provisions of any and all such prior plan documents. |
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