M&A Synergy-Based Incentive Plan

Synergy-Based Incentive Plan

• Executives have a synergy-based incentive target on top of the current annual incentive plan (AIP)
• Department heads will have the ability to allocate discretionary pools to other employees
• Eligibility: Management plus other employees involved in workstreams
• Synergy goals are set as an add-on to the current AIP
• The synergy plan target would be prorated. If paid at six months, then 37.5% of base salary would be paid. If paid at 18 months, 112.5% of base salary would be paid.
• Management would be allocated pools to distribute on a discretionary basis to those employees facilitating the achievement of synergy goals
• Regular AIP payments in Year 2 would only be made if synergy goals are achieved

Incentive Plan Funding

• Synergies must reach a certain threshold before the plan will fund
• Incentives are based on a percentage of incremental dollars saved that are in excess of public synergy goals
• If synergy guidance of $100 million was communicated to investors, there would be no synergy-based incentives available until at least $100 million in synergies were achieved ...