(State or other jurisdiction
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
The total pool for payout to all participants under the MVP, including executive officers, is funded only if the Company's 2013 operating income (modified to exclude the financial impact of certain costs associated with restructuring, impact of mergers and acquisitions, legal settlements and other infrequently occurring items) (the “modified operating income”) meets the minimum requirements under the 2013 Board-approved budget.
The total pool is limited to 15% of the modified operating income.
Each executive officer has a targeted individual incentive amount which is expressed as a percentage of his base salary. Payout to each executive officer may vary up or down against this targeted amount based 33 1/3% on each of the following metrics, measured independently:
gross margin improvement; and
No variable compensation is paid to an executive officer unless the following requirements are met:
For payout on revenue growth, Company performance must exceed the minimum revenue threshold approved by the Committee;
For payout on gross margin improvement, Company performance must exceed the minimum gross margin improvement threshold approved by the Committee; and
For payout on individual performance, Company performance must meet or exceed the minimum thresholds for both revenue growth and gross margin improvement.
Each executive officer will receive a payout of 100% of his targeted incentive amount if the Company meets the 2013 Board-approved budget for revenue and gross margin and the executive officer meets his individual performance objective.
Payout for each of the revenue growth and gross margin improvement metrics is accelerated for Company performance exceeding the 2013 Board-approved budget for revenue and gross margin, respectively.
/s/ Bradley J. Thies
Bradley J. Thies
Senior Vice President, General Counsel and Secretary