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EXHIBIT 10(MM)
SUMMARY PLAN DESCRIPTION
LONG-TERM INCENTIVE PLAN
THE BFGOODRICH COMPANY
APRIL 2000
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SUMMARY PLAN DESCRIPTION
BFGOODRICH LONG-TERM INCENTIVE PLAN
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933.
The Long-Term Incentive Plan is designed to provide long-term incentive
compensation to key executives who are in positions to influence the performance
of the Company, and thereby enhance shareholder value over time. The Plan
provides a significant additional financial opportunity and complements other
parts of the Company's total compensation program for executives (base salary,
Management Incentive Program, stock options and benefits).
The following is a summary of the main provisions of the Long-Term Incentive
Plan. The official and controlling provisions of the Plan are contained in the
text of the Stock Option Plan and the Long-Term Incentive Plan. In case of any
discrepancies, the Plan documents will govern. In this summary, BFGoodrich is
referred to as the "Company", and the Long-Term Incentive Plan is referred to as
the "LTIP" or the "Plan".
The benefits described in this summary have been structured to be in compliance
with current tax law. Any change in legislation or the interpretation of tax
laws which affect the tax nature of the benefits provided may necessitate
revisions in the Plan.
The Company reserves the right to amend, modify, suspend or partially or
completely terminate the Plan at any time.
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PLAN OVERVIEW
- Participation in the LTIP will be approved by the Compensation Committee of
the Board of Directors.
- The LTIP will provide for annual grants of Performance Shares with
multi-year overlapping cycles. Every year, a separate multi-year
performance cycle will begin.
- At the beginning of each Plan cycle, a grant of Performance Shares will be
made to each participant. Grants will be credited as phantom Performance
Shares in a book account for each participant. Each phantom Performance
Share will be equivalent to one share of BFGoodrich common stock.
- With respect to each Plan cycle, the Compensation Committee of the Board of
Directors will establish multi-year performance goals for the Company and
each segment. The performance goals will include total business return for
the Company and each segment and relative total shareholder return for the
Company. The performance goals applicable to each participant will be set
forth in his or her award agreement.
- During the Plan cycle, dividend equivalents will be accrued on all phantom
Performance Shares. Such dividend equivalents will be credited to each
participant's account in the form of additional phantom Performance Shares
at the same time and in the same amount as actual dividend payments on
BFGoodrich common stock.
- Participants will be entitled to a payout of shares at the end of each Plan
cycle only if a threshold performance standard is met. The number of shares
to be received free of further restrictions will range from 0% to 200% of
the total phantom Performance Share account (including shares credited
through dividend equivalents), based on attainment against goals set by the
Committee.
- Payments from the Plan, if any, at the end of the Plan cycle, will be made
in actual shares of BFG common stock, less the number of shares to satisfy
applicable withholding taxes.
- Participants may elect to defer all or a portion of their award until
termination of employment as described in the Performance Share Deferred
Compensation Plan.
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- The Compensation Committee of the Board of Directors retains the right in
its sole discretion to reduce any award which would otherwise be payable,
unless there has been a Change in Control, as defined in the Stock Option
Plan.
PLAN PROVISIONS
ELIGIBILITY
Eligibility to participate in the LTIP will be determined by the Compensation
Committee of the Board of Directors.
AWARD GRANTS
The LTIP rewards financial performance for multi-year overlapping cycles. Every
year, a separate multi-year performance cycle will begin.
At the beginning of each Plan cycle, a grant of Performance Shares will be made
to each participant. Grants will be credited as phantom Performance Shares in a
book account for each participant. Each phantom Performance Share will be
equivalent to one share of BFGoodrich common stock.
The Company will maintain a phantom Performance Share account for each
participant for each separate Plan cycle. The account will be used solely for
record keeping purposes. No actual BFGoodrich common shares will be registered
in participants' names.
DIVIDENDS
Dividend equivalents will be accrued on all phantom Performance Shares in each
participant's account for each Plan cycle. Such dividend equivalents will be
credited to each participant's account in the form of additional phantom
Performance Shares at the same time and in the same amount as actual dividend
payments on BFGoodrich common stock.
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PERFORMANCE GOALS
With respect to each Plan cycle, the Compensation Committee of the Board of
Directors will establish multi-year performance goals for the Company and each
segment. The performance goals will include total business return for the
Company and each segment and relative total shareholder return for the Company.
The performance goals applicable to each participant will be set forth in his or
her award agreement.
PLAN PAYOUTS
Payments from the Plan, if any, at the end of the Plan cycle, will be made in
actual shares of BFG common stock, less the number of shares to satisfy
applicable withholding taxes.
At the end of each Plan cycle, if a participant is still employed by the
Company, he or she will receive a payment from the Plan after the Compensation
Committee determines the final payout based upon specific financial performance
goals established for participants.
Participants will be entitled to a payout of shares at the end of each Plan
cycle only if a threshold performance standard is met. If threshold performance
is achieved, the number of shares to be received free of further restrictions
will range from 0% to 200% of a participant's total phantom Performance Share
account (including shares credited through dividend equivalents) for that Plan
cycle, based on attainment against goals set by the Committee.
TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, RETIREMENT
If a participant becomes totally disabled under the Company's Long-Term
Disability Plan, or retires (or is deemed to retire) under the Company's
Retirement Program for Salaried Employees during a Plan cycle, the participant
will receive a pro rata payout at the end of the Plan cycle, based upon the time
portion of the cycle during which he or she was employed. The actual payout will
not occur until after the end of the Plan cycle, at which time the financial
performance for the entire Plan cycle will be used to determine the size of the
award in that event.
If a participant dies during a Plan cycle, the participant will receive a pro
rata payout of the shares originally awarded to him or her, including a pro rata
payout
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of dividends credited to the participant's account, based upon financial results
calculated for the portion of the cycle through the end of the fiscal quarter
following the participant's death.
OTHER TERMINATION OF EMPLOYMENT
If a participant terminates employment prior to the end of a Plan cycle for
reasons other than death, disability or retirement, he or she will forfeit all
Performance Shares, unless the Compensation Committee determines otherwise.
NEW HIRES OR PROMOTIONS INTO ELIGIBLE POSITIONS
Participants will become eligible for participation in the Plan at their new
position level beginning with the Plan cycle which begins on the January 1
immediately following their hire or promotion date. No new Performance Share
awards or adjustments to Performance Share awards for Plan cycles that commenced
prior to a participant's hire or promotion date will be made.
CHANGE IN CONTROL
Generally, participants will not receive a payout under the Plan until the end
of a Plan cycle. An exception will occur, however, if there is a Change in
Control of the Company. A Change in Control is defined in the Stock Option Plan.
The effect of a Change in Control on a participant's ability to receive
Performance Shares is described in the Long-Term Incentive Plan. Generally, that
Plan provides that, as of the date of the Change in Control, a participant will
become entitled to a prorated portion of the shares originally awarded to him or
her, based upon financial performance for the portion of the cycle which ends on
the date of the Change in Control. A participant's entitlement to additional
shares will be based upon financial performance for the portion of the Plan
cycle that occurs after the Change in Control.
DEFERRAL OF PAYOUTS
Participants may elect to defer all or a portion of Performance Shares that may
be earned and payable at the end of a Plan cycle as described in the Performance
Share Deferred Compensation Plan. A deferral election must be made before the
Plan cycle begins, using a form provided by the Company.
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PLAN ADMINISTRATION
The Plan is administered by the Compensation Committee of the Board of
Directors. The Committee has full power and authority to construe, interpret and
administer the Plan. All decisions, actions or interpretations of the Committee
shall be final, conclusive and binding on all parties.
The Committee retains the right in its sole discretion to reduce any award which
would otherwise be payable, unless there has been a Change in Control.
The Committee reserves the right to amend, modify, suspend or partially or
completely terminate the Plan, unless there has been a Change in Control.
TAX INFORMATION
Generally, participants are not taxed on Performance Shares until the date on
which they become entitled to a payout of their Performance Shares. Under
current tax law, on the date participants become entitled to receive the shares
following completion of a Plan cycle, the market value of the shares (net of any
shares deferred) at that time is considered to be ordinary income and they will
be taxed on that amount. If participants hold the shares and later sell them,
any appreciation over the market value of the shares when they received them at
the end of the Plan cycle will be taxed based on capital gains tax rules.
EARNINGS FOR BENEFIT PURPOSES
Any income participants derive from Performance Share payouts will not be
considered eligible earnings for Company or subsidiary pension plans, savings
plans, profit sharing plans or any other benefit plans.
WITHHOLDING TAX INFORMATION
At the end of the Plan cycle, the number of actual BFGoodrich common shares
participants will receive will be net of an amount of shares sufficient to
satisfy any federal, state and local withholding tax requirements with which the
Company must comply.
Participants should consult their tax advisor for a complete explanation of the
tax impact of their participation in the Long-Term Incentive Plan.
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