EXHIBIT 99.15
COMPMANAGEMENT, INC.
DEFERRED COMPENSATION PLAN
1. Purpose of the Plan.
The purpose of this Plan is to further the long-term growth of
CompManagment, Inc. (the "Company") by offering incentives, in the form of
deferred compensation awards, to those key employees of the Company who will be
largely responsible for such growth.
2. Administration of the Plan.
The Plan shall be administered by the Board of Directors of the Company,
or by a committee composed of such members as may be appointed from time to time
by the Board (the "Administrator").
Subject to the provisions of the Plan, the Administrator shall have
exclusive power to select the employees to be granted awards under the Plan, to
determine the amount of any such award, to determine the time or times when
awards will be granted, and to determine the time or times, and the conditions
subject to which, any awards may become payable.
Decisions and determinations by the Administrator shall be final and
binding upon all parties, including participants and other employees. The
Administrator shall have the authority to interpret the Plan, to establish and
revise rules and regulations relating to the Plan, and to make any other
determinations that it believes necessary or advisable for the administration of
the Plan.
3. Participation.
Individual participants in the Plan shall be selected by the Administrator
from key employees, officers and directors of the Company. A participant may be
granted more than one award under this Plan.
4. Awards.
(a) Awards under this Plan shall be granted to a participant in the form
of deferred compensation awards, the amount of which (or formula for determining
the amount of which) shall be determined by the Administrator. Amounts so
awarded or determined shall be credited to a Plan account to be maintained for
such participant on the books of the Company. Such account shall be payable at
such time and subject to the satisfaction of such conditions as may be specified
by the Administrator at the time the award is made and subject to the provisions
of the Plan.
(b) An award under the Plan shall not confer on the recipient any
ownership interest in the Company or in its capital stock, nor entitle the
recipient to any voting rights or any other rights of an owner of the Company or
of its capital stock.
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(c) The maximum amount that may be awarded under the Plan shall not exceed
an amount equal to 25% of the Debt Payments (as such term is defined in the
Management Consulting Agreement, dated as of the date hereof, by and among WC
Holdings, Inc. and each of its subsidiaries (collectively, the "Companies"),
including the Company (the "MCA")).
5. Time of Grant of Awards.
The Plan is designed to operate over the ten calendar years commencing
with December __, 2000, provided that termination of the Plan shall not affect
any outstanding awards. Grants of awards shall be made by the Administrator at
any time during a year, to be effective as of the date specified by the
Administrator.
6. Right to Payment of Awards.
(a) A participant shall have no right to receive payment for or in respect
of an award under the Plan except as provided in this Section 6.
(b) No payment shall be made for or in respect of any participant's award
unless and until (i) all Indebtedness (as defined in that certain Loan Agreement
dated as of the date hereof, among each of the Companies and Bank One, N.A. (the
"Loan Agreement")) of the Companies under the Loan Agreement or any other Loan
Document (as defined in the Loan Agreement) has been satisfied in full (and any
commitment to lend or issue letters of credit thereunder has been terminated),
and (ii) all obligations of any of the Companies under that certain Note
Purchase Agreement dated as of the date hereof, by and among each of the
Companies and Banc One Mezzanine Corporation (the "Note Purchase Agreement") and
any other Related Document (other than the Plan and awards granted hereunder)
have been satisfied in full (all of such Indebtedness and obligations referenced
in clauses (i) and (ii) of this Section 6(b) being collectively referred to as
the "Debt Obligations" and the date of such satisfaction in full (and
termination) being the "Repayment Date"). Without limiting the foregoing, all
payments of any participant's award are expressly subordinate to the Debt
Obligations, and no participant has any enforcement rights relative to cash
payments until the Debt Obligations have been satisfied in full.
(c) Subject to the satisfaction of such further conditions as may be
specified by the Administrator, a participant's award or awards shall be payable
within 90 days following the Repayment Date; PROVIDED, HOWEVER, that in the
event that, and to the extent that, payment of an award would not be deductible
under Section 162(m)of the Internal Revenue Code to the affiliated group of
corporations that includes the Company, then payment of the amount that would
not be deductible shall be deferred until such time as it may be paid on a fully
deductible basis.
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(d) The obligation to make payments in respect of awards under the Plan
shall be an unsecured obligation of the Company, and all such payments shall be
made from the general assets of the Company.
(e) All payments in respect of awards shall be made in cash.
7. Miscellaneous Provisions.
(a) A participant's rights and interests under the Plan may not be
assigned or transferred. In the case of a participant's death, payment on
account of an award due under this Plan shall be made to his designated
beneficiary, or in the absence of such designation, by will or the laws of
descent and distribution.
(b) No employee, officer or director or other person shall have any claim
or right to be granted an award under this Plan. Neither this Plan nor any
action taken hereunder shall be construed as giving any employee, officer or
director any right to be retained by the Company.
(c) The Administrator shall have the right to deduct from all awards paid
any taxes required by law to be withheld with respect to such payment.
8. Amendments and Termination.
The Board of Directors of the Company may at any time terminate this Plan
or amend it with respect to awards not theretofore granted, provided that no
such action shall adversely affect any right or obligation with respect to any
award already granted.
The right to grant awards under this Plan shall terminate automatically at
the close of business of December 20, 2010, or upon the granting of awards
equaling the maximum amount authorized under the Plan, whichever shall occur
first, and, thereafter, the function of the Administrator will be limited to
supervising the administration of awards previously granted.
9. Effective Date of the Plan.
The Plan shall be effective as of December 21, 2000.
