rrd69861_4030.htm OWENS CORNING KEY
EMPLOYEE RETENTION INCENTIVE PLAN
KEY EMPLOYEE RETENTION INCENTIVE PLAN
- Purpose. This Owens
Corning Key Employee Retention Incentive Plan has been established by
Owens Corning for designated key employees of the Company. The purpose of
the Plan is to provide an incentive to Participants to remain in the
employ of the Company through the date of the Company's emergence from
Chapter 11 bankruptcy.
- Definitions. For
purposes of this Plan:
- "Board" shall mean the Board of
Directors of Owens Corning.
- "Cause" shall mean acts of gross
misconduct, gross insubordination, embezzlement, fraud, misappropriation
of funds, property or trade secrets (in each case as determined by the
Committee), or the commission of any felony under state or federal law.
- "Committee" shall mean the
Compensation Committee of the Board.
- "Company" shall mean Owens Corning, a
Delaware Corporation, and each of its subsidiaries and affiliates.
- "Disability" shall mean the
Participant's entitlement to benefits under any long term disability plan
or program of the Company.
- "Effective Date" means January 1, 2005.
- "Emergence" shall mean the effective
date of a Plan of Reorganization confirmed in the Chapter 11 proceedings.
- "Retention Amount" shall mean, with
respect to each Participant, the amount payable under the Plan in
accordance with Section 5(a) hereof.
- "Emergence Date" shall mean the date
of Emergence, as defined.
- "Nonqualifying Severance"
shall mean any termination of a Participant's employment with the Company
after the Effective Date and before the earlier of the Emergence Date or December 31, 2005,
in other than a Qualifying Severance.
- "Participant" shall mean an employee
of the Company who participates in the Plan in accordance with Section 4
- "Plan" shall mean this Owens Corning
Key Employee Retention Incentive Plan, as amended from time to time.
- "Qualifying Severance" shall mean the
termination of a Participant's employment with the Company after the
Effective Date and before the earlier of the Emergence Date or December 31, 2005:
(i) by the Company other than for Cause, or
(ii) by reason of death or Disability.
- The Plan shall be administered by the
Committee, which shall have complete authority to determine who shall
participate herein and the Retention Amount applicable to each
Participant, to interpret the Plan, to prescribe, amend and rescind rules
and regulations relating to it, and to make all other determinations
necessary or advisable for the administration of the Plan.
- The Committee is authorized, on behalf of the
Plan, to engage accountants, legal counsel and such other personnel as it
deems necessary or advisable to assist it in the performance of its
duties under the Plan. All reasonable expenses thereof shall be borne by
- All decisions made by the Committee pursuant to
the provisions of the Plan shall be final, conclusive and binding on all
persons, including the Company and the Participants. No member of the
Board or the Committee, nor any officer or employee of the Company acting
on behalf of the Board or the Committee, shall be personally liable for
any action, determination, or interpretation taken or made in good faith
with respect to the Plan, and all members of the Board or the Committee
and each and any officer or employee of the Company acting on their
behalf shall, to the extent permitted by law, be fully indemnified and
protected in respect of any such action, determination or interpretation.
- The Committee may delegate any of its duties
hereunder to such person or persons as it may designate from time to
- Participation. The
Committee shall, in its sole discretion, select the employees of the
Company who shall participate in the Plan. As a condition to participation
in the Plan, each such employee shall execute a document, in such form as
the Committee may require, acknowledging his or her participation in the
Plan and his or her intent to remain employed by the Company through the
- In General. Each Participant who remains employed by the Company through December 31, 2005
shall receive a cash payment from the Company equal to the Retention
Amount established by the Committee for the Participant, as set forth in
the letter informing the Participant of his or her participation in the
Key Employee Retention Incentive Plan. There shall be no requirement of
uniformity of Retention Amount among Participants.
- Qualifying Severance. Each Participant who terminates employment
with the Company under a Qualifying Severance shall receive a cash
payment from the Company equal to his or her Retention Amount multiplied
by a fraction, the numerator of which is the number of calendar months
(including fractional months) from the Effective Date until the date of
the Qualifying Severance, and the denominator of which is 12.
- Nonqualifying Severance. No payment shall be made under the Plan in respect of a
Participant who incurs a Nonqualifying
- Payment Upon Emergence. If the Company Emerges prior to December 31, 2005,
each participant shall receive a cash payment from the Company equal to
his or her Retention Amount multiplied by a fraction, the numerator of
which is the number of calendar months (including fractional months) from
the Effective Date until the date of Emergence, and the denominator of
which is 12.
- Form and Timing of Payment. In general, payments under this Section 5
shall be made in a lump sum. Such payment shall be made as soon as
practicable following the earlier of the Emergence Date or December 31, 2005,
but in no case later than March 15, 2006 and in the case of a
payment pursuant to subsection (b) above, such payment shall be made as
soon as practicable following the date of the Qualifying Severance but in
no case later than 2.5 months thereafter. Retention amounts are expressed
in US dollars, and any payments under this Plan in other currency will be
based on the exchange rate in effect at the time of payout.
- General Provisions.
- Compliance with Legal Requirements. The Plan, the payment of amounts hereunder,
and the other obligations of the Company under the Plan shall be subject
to all applicable federal and state laws, rules and regulations, and to
such approvals by any regulatory or governmental agency as may be
- Nontransferability. No Participant shall have the right to
alienate, anticipate, commute, pledge, encumber or assign any of the
benefits or payments which he or she may expect to receive, contingently
or otherwise, under this Plan.
- No Right To Continued
Employment. Nothing in the
Plan shall confer upon any Participant the right to continue in the
employ of the Company or to be entitled to any remuneration or benefits
not set forth in the Plan or to interfere with or limit in any way the
right of the Company to terminate such Participant's employment, which
remains "at will."
- Effect on Other Benefits. Amounts paid or payable hereunder shall not
be treated as compensation for purposes of determining benefit amounts or
accruals under any employee pension or benefit plan, program or
arrangement maintained by the Company.
- Severability. If any provision of this Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any
other provisions hereof, and this Plan shall be construed and enforced as
if such provisions had not been included.
- Successors. This Plan shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties, including each Participant
and any successor to the Company.
- Construction. The headings and captions herein are provided for reference and
convenience only, shall not be considered part of the Plan, and shall not
be used in the construction of the Plan.
- Withholding Taxes. All amounts to be paid hereunder to
Participants shall be paid net of any taxes that the Company may be
required to withhold therefrom in respect of
any federal, state, local or other taxes.
- Amendment, Termination and Duration of the Plan. The Committee may at any time and from time
to time alter, amend, suspend, or terminate the Plan in whole or in part.
The Plan shall terminate on the earlier of the Emergence Date or December 31, 2005,
provided that all amounts not yet paid on the Emergence Date shall be
paid thereafter in accordance with the terms hereof.
- Unfunded Plan. The Plan is intended to constitute an "unfunded" plan
for incentive compensation. With respect to any payments not yet made to
a Participant hereunder, nothing contained in the Plan shall give any
such Participant any rights in any assets of the Company that are greater
than those of a general creditor of the Company.
- Beneficiary. A Participant may file with the Committee a written designation
of a beneficiary on such form as may be prescribed by the Committee and
may, from time to time, amend or revoke such designation. If no
designated beneficiary survives the Participant, the executor or
administrator of the Participant's estate shall be deemed to be the
- Governing Law. The Plan and all determinations made and
actions taken pursuant hereto shall be governed by the laws of the State
without giving effect to the conflict of laws principles thereof.