Sample Business Contracts

1997 Management Incentive Compensation Plan - Cooper Cameron Corp.

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                           COOPER CAMERON CORPORATION


      The Cooper Cameron Management Incentive Compensation Plan (the "Plan"),
      has been designed to motivate and reward key management employees whose
      efforts impact the performance of Cooper Cameron Corporation (the
      "Company") and its subsidiaries through the achievement of 
      pre-established financial and individual objectives.

      Performance under the Plan is measured on the fiscal (calendar) year and
      payments under the Plan are made annually.


      Officers and key management employees may be eligible to participate in
      the plan, upon the recommendation of their manager and approval by the
      Chief Executive Officer of the Company.  An employee who is eligible to
      participate in any other cash incentive plan of the company is not
      eligible to participate in this Plan.


      The Compensation Committee of the Board of Directors is responsible for
      approving the Company performance objectives that are used to determine
      awards paid for Company objectives under this plan.  Performance
      objectives for operating units below the corporate level will be
      established by the appropriate manager subject to overall approval of the
      Chief Executive Officer.  For 1997, performance under the Plan will be
      determined based on:

                Earnings Before Interest, Taxes and Depreciation (EBITDA)
                Return on Equity (ROE)

      The basic measure of financial performance under this Plan will be
      EBITDA.  In addition, ROE will be used as an attainment hurdle, which
      must be reached before bonuses are paid in full. For 1997,  the Board has
      established a 7% ROE hurdle.  If this ROE target is not achieved for the
      year, bonuses, to the extent earned, will be reduced by 50%.

      In addition, up to 25% of an individual's award may, at the discretion of
      the individual's immediate manager, be based on individual objectives
      established at the beginning of the calendar year.


      A target award percentage is established for each position eligible to
      participate in the Plan. Target awards (TA's) may range from 10% to 75%,
      depending on position, of each participant's January 1 base pay (or pay
      at the time of becoming a participant, if later).

      Generally, the participating employee receives the Target Award when
      performance under the plan meets, but does not exceed, the
      pre-established performance objectives.
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      A participant may have Company Objectives, Division Objectives, Operating
      Unit Objectives and/or Individual Objectives, each of which is assigned
      by the immediate manager and provided a weighting in determining the
      Target Award.


      Minimum                     This is the lowest level of performance at which an award will be generated for this
                                  particular objective of the plan. The award paid for performance at the minimum level
                                  is 50% of Target Award.  There will be no payment for performance below the minimum

      Target Performance          This is the expected level of performance based on the current year's financial plan.

      Maximum                     This is the performance level for which the maximum award under the plan will be paid.
                                  The maximum award under the plan is limited to 200% of the Target Award.


      Attainment on the financial objectives of the Plan is measured based on
      actual results versus Plan targets, with performance above or below Plan
      targets prorated up/down to the maximum/minimum levels established for
      each financial objective.

      For example, assume the following hypothetical objectives:

                 Minimum Level                         $180 million
                 Company EBITDA Target                 $200 million
                 Maximum Level                         $230 million
      At EBITDA performance of $220 million, attainment = 166.6% (Prorated
      between $200 million objective and $230 million maximum).

      At EBITDA performance of $185 million, attainment = 62.5% (Prorated
      between $200 million objective and $180 million minimum objective).

      Following are examples of how payouts are determined under the Plan once
      attainment has been calculated:

A.      Corporate Participant:

              110%                                 YES                               110.0%
              110%                                 NO                                55.0%
               85%                                 YES                               85.0%
               85%                                 NO                                42.5%
              180%                                 YES                               180.0%

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B.    Division Operating Unit Participant without Individual Objectives:

      Assume ROE hurdle is achieved

      ATTAINMENT                                              WEIGHT               PERFORMANCE LEVEL
      Division EBITDA                    110%                  30%                        33.0%
      Operating Unit EBITDA               85%                  50%                        42.5%
      Individual Objective               100%                  20%                        20.0%
                                                        PARTICIPANT AWARD                  95.5%

C.    Division Operating Unit Participant with Individual Objectives:

      Assume ROE hurdle is achieved

      EBITDA ATTAINMENT                                         WEIGHT             PERFORMANCE LEVEL
      Division                            110%                   40%                      44.0%
      Operating Unit                      85%                    40%                      34.0%
      Working Capital                     40%                    10%                        4.0%
      Bookings                            100%                   10%                       10.0%
                                                       PARTICIPANT AWARD                   92.0%

      For example, if the participant's salary is $80,000, target award is 20%
($16,000) = payout of $16,000 x  92% = $14,720.


      There may be unusual situations where a manager feels that the reward
      generated under this plan does not properly reflect the contribution of
      the participant.  In this situation, the participant's immediate manager
      has the right to recommend an adjustment, either up or down, of up to 25%
      of the participant's Target Award.


      A participant's immediate manager has the discretion to set individual
      objectives as part of the employee's performance criteria under the
      incentive plan.  The use of individual objectives is subject to the
      following requirements:

      The manager must specify the weighting of the individual objectives in
      the overall Target Award, not to exceed 25% of the total award

      Individual objectives must be specifically identified at the beginning of
      the plan year and must be quantifiable in terms of  both the targeted
      achievement and the time frame in which the objective is to be completed.

      The portion of the award payment generated from individual objectives may
      be adjusted up or down based on the manager's assessment of the
      individual's results on the established objectives.

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      There may be circumstances under which the financial performance of the
      Company does not generate an award under this program.  The nature and
      scope of the Company's operations are such that at times  unanticipated
      economic and market conditions may render pre-established financial
      objectives unattainable in any given plan year.  If, in the opinion of
      the Committee, such circumstances should arise, an alternative bonus
      calculation may be performed.  Such calculation will rank the Company's
      EBITDA against a pre-established peer group of companies.  If  the
      Company's performance is at or above 60th percentile, then a bonus
      payment equal to 50% of target award may be paid.


      If, during a Plan Year, there has occurred or should occur, in the
      opinion of the Company, a significant beneficial or adverse change in
      economic conditions, the indicators of growth or recession in the
      Company's business segments, the nature of the operations of the Company,
      or applicable laws, regulations or accounting practices, or other matters
      which were not anticipated by the Company when it approved Company and
      Division Objectives for the Plan Year and which, in the Company's
      judgment, had, have, or are expected to have a substantial positive or
      negative effect on the performance of the Company as a whole, the
      Compensation Committee, subject to ratification by the Board, may modify
      or revise the Performance Objectives for the Plan Year in such manner as
      it may deem appropriate in its sole judgment.  By way of illustration,
      and not limitation, such significant changes might result from sales of
      assets, or mergers, acquisitions, divestitures, or spin-offs.


      Any awards generated under the 1997 MICP must be approved by the
      Compensation Committee of the Board of Directors.  It is anticipated that
      any MICP awards generated in 1997 will be paid during February 1998.

      Employees terminating prior to the end of the fiscal year are not
      eligible for payment of any award under this plan unless termination is
      due to retirement or economic reduction in force.  In such cases, any
      bonus payments will be prorated to the date of  termination and
      determined on the basis of bonuses actually paid to similarly situated