Exhibit (10)
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OWENS CORNING
KEY EMPLOYEE RETENTION INCENTIVE PLAN
1. 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 December 31, 2001.
2. Definitions. For purposes of this Plan:
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(a) "Board" shall mean the Board of Directors of Owens Corning.
(b) "Cause" shall mean acts of gross misconduct, gross
insubordination, embezzlement, fraud, misappropriation of
funds, property or trade secrets, or any felony under state or
federal law.
(c) "Committee" shall mean the Compensation Committee of the Board.
(d) "Company" shall mean Owens Corning, a Delaware Corporation, and each
of its subsidiaries.
(e) "Disability" shall mean the Participant's entitlement to
benefits under any long term disability plan or program of the
Company.
(f) "Effective Date" means July 1, 2000.
(g) "Nonqualifying Severance" shall mean the termination of a
Participant's employment with the Company after the Effective
Date and before the Retention Date in other than a Qualifying
Severance.
(h) "Participant" shall mean an employee of the Company who participates
in the Plan in accordance with Section 4 hereof.
(i) "Plan" shall mean this Owens Corning Key Employee Retention Incentive
Plan, as amended from time to time.
(j) "Qualifying Severance" shall mean the termination of a
Participant's employment with the Company after the Effective
Date and before the Retention Date (i) by the Company other
than for Cause, (ii) by reason of death or Disability, (iii)
by reason of Retirement at the Company's request or with the
consent of the Chief Executive Officer of Owens Corning (or,
in the case of such Chief Executive Officer, with the consent
of the Committee).
(k) "Retention Amount" shall mean, with respect to each
Participant, the amount payable under the Plan in accordance
with Section 5(a) hereof.
(l) "Retention Date" shall mean December 31, 2001.
(m) "Retirement" shall mean terminations from employment by
employees who satisfy at least the early retirement
eligibility requirements set forth in the Company's pertinent
retirement plans.
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3. Administration.
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(a) The Plan shall be administered by the Committee, which shall have complete
authority, in its sole discretion, 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.
(b) 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 the Company.
(c) 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.
(d) The Committee may delegate any of its duties hereunder to such person or
persons as it may designate from time to time.
4. 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 an agreement, 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 Retention Date.
5. Payments.
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(a) In General. Each Participant who remains employed by the Company through the
---------- Retention Date 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 Plan. There shall be no requirement of uniformity of
Retention Amount among Participants.
(b) Qualifying Severance. Each Participant who terminates employment with the
--------------------- Company in 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 18.
(c) Nonqualifying Severance. No payment shall be made under the Plan in respect
------------------------ of a Participant who incurs a Nonqualifying
Severance (other than any payment made before such Nonqualifying Severance
pursuant to subsection (d)(ii) below).
(d) Form and Timing of Payment.
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(i) In General. Payments under this Section 5 shall be made in
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a lump sum. In the case of a payment pursuant to subsection (a) above,
such payment shall be made as soon as practicable following the
Retention Date 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.
(ii) Special Rule. Notwithstanding the foregoing provisions of
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this Section 5: (A) the Committee in its sole discretion may provide
that, on any date after the Effective Date and before the Retention
Date, one or more Participants who remain employed by the Company
through such date shall receive a cash lump-sum payment from the
Company equal to the amount that would be payable to the Participant
under subsection (b) above if the Participant incurred a Qualifying
Severance as of such date; and (B) any amount otherwise payable in
accordance with subsection (a) or (b) above shall be reduced by any
amount paid in accordance with this subsection (d)(ii).
6. General Provisions.
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(a) Compliance with Legal Requirements. The Plan, the payment of amounts
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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 required.
(b) Nontransferability. No Participant shall have the right to alienate,
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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.
(c) No Right To Continued Employment. Nothing in the Plan shall confer upon
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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.
(d) Effect on Other Benefits. Amounts paid or payable hereunder shall not
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be treated as compensation for purposes of determining benefit amounts or
accruals under any employee benefit plan, program or arrangement
maintained by the Company.
(e) Severability. If any provision of this Plan shall be held invalid or
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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.
(f) Successors. This Plan shall be binding upon the heirs, executors,
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administrators, successors and assigns of the parties, including each
Participant and any successor to the Company.
(g) Construction. The headings and captions herein are provided for reference
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and convenience only, shall not be considered part of the Plan, and shall not be
employed in the construction of the Plan.
(h) Withholding Taxes. All amounts to be paid hereunder in respect of a
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Participant shall be paid net of the amount of any taxes that the Company may be
required to withhold therefrom in respect of any federal, state, local or other
income or other taxes.
(i) Amendment, Termination and Duration of the Plan. The Committee may at any
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time and from time to time alter, amend, suspend, or terminate the Plan in whole
or in part. The Plan shall terminate on the Retention Date, provided that all
amounts not yet paid on the Retention Date shall be paid thereafter in
accordance with the terms hereof.
(j) Unfunded Plan. The Plan is intended to constitute an "unfunded" plan
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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.
(k) Beneficiary. A Participant may file with the Committee a written
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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
Participant's beneficiary.
(l) Governing Law. The Plan and all determinations made and actions taken
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pursuant hereto shall be governed by the laws of the State of Delaware without
giving effect to the conflict of laws principles thereof.
