These excerpts taken from the PACR 10-K filed Feb 19, 2008.
2008 PERFORMANCE BONUS PLAN
The Pacer International, Inc., 2008 Performance Bonus Plan (the Bonus Plan) is a variable pay plan providing compensation payments that are contingent upon achieving pre-determined performance objectives or criteria with respect to the 2008 fiscal year periods of Pacer International, Inc. (Pacer International), and its subsidiaries (collectively with Pacer International, the Company). The Bonus Plan does not include payment or provision for salary increases (whether based on merit or otherwise), profit-sharing, savings or retirement plans, or recognition awards.
The Bonus Plan is broad-based and includes, for eligibility purposes, all levels of employees within the Company: executive officers, management employees, salaried exempt employees, and salary and hourly non-exempt employees.
The Bonus Plan will be communicated by the senior management of the Companys various organizational units to their respective employees (for purposes of the Bonus Plan, these organizational units are the Companys various Business Units and the Corporate Unit); among other things these communications will outline the Bonus Plans performance objectives for the specific unit as well as for the entire Company on a consolidated basis. The objective of this communication process is to create a line of sight link between the Bonus Plans performance objectives, the organizational units employees, and the success of the organizational unit and the overall Company.
The Bonus Plan is a pool-funded program with periodic accruals for all organizational units booked at the corporate level based on the organizational units and the Companys actual performance against the Bonus Plans performance objectives during the relevant period. These accrual decisions are determined by the Chief Executive Officer and Chief Financial Officer of Pacer International, as appropriate.
The Bonus Plans objectives are to:
The performance objectives that are required to be satisfied in order for the Company and each organizational unit to award and pay bonuses with respect to the 2008 fiscal year are comprised of Business Unit operating income targets and Company-wide consolidated earnings per share targets; these objectives are established and approved by the Compensation Committee of the Pacer International Board of Directors (the
Compensation Committee) based on the Companys 2008 operating plan and budget approved by the Board of Directors. Individual employees who are eligible to participate in the Bonus Plan are assigned a target bonus opportunity. For purposes of the Bonus Plan, an organizational units target bonus opportunity is the sum, expressed as a dollar amount, of the target bonus opportunities of the individual employees assigned to that organizational unit.
Distribution of bonuses will occur after the determination and funding of the organizational units bonus pools, and is expected to take place in February of the following year. If necessary to maintain the deductibility of compensation paid under the Bonus Plan pursuant to Section 162(m) of the Internal Revenue Code, the distribution of bonuses to the Pacer International Chief Executive Officer and four other most highly compensated officers of the Company will not occur until the Compensation Committee has certified that the performance objectives for the payment of such bonuses have been met.
Once the organizational unit bonus pools have been determined, individual bonus awards are determined based on a combination of an individuals performance and his or her contribution to his or her organizational unit. The Corporate Human Resources Department will provide the various organizational unit management teams with guidelines on grading an individuals performance and contribution and making bonus distributions once the organizational unit bonus pools have been determined. Individual bonus distributions should be based on performance and contribution, and those individuals who perform or contribute at a higher level should be recognized for their performance ad contribution.
Nothing in the Bonus Plan shall confer upon any participant any right or expectation to continue in the Companys employ, or to interfere in any manner with the absolute right of the Company to change or terminate a participants employment at any time for any reason. Neither the Bonus Plan nor any bonus award or right to receive any bonus award shall create or be construed to create a trust or separate fund of any kind or any fiduciary relationship between the Company and any participant or other person. Any right to receive payments from the Company under the Bonus Plan shall be no greater than the right of an unsecured general creditor of the Company.
During a participants lifetime, each bonus award, and each right under any bonus award, shall be exercisable only by the participant or, if permissible under applicable law, by the participants guardian or legal representative. No bonus award, and no right under any bonus award, may be assigned, alienated, pledged, attached, sold or otherwise transferred to, or encumbered by a participant other than by will or by the laws of descent and distribution and any such purported transfer or encumbrance shall be void and unenforceable against the Company.
The Bonus Plan is a discretionary plan provided by the Company, and it may be amended, modified or supplemented at any time and from time to time, and may be canceled or terminated at any time, in the sole discretion of the Compensation Committee. In addition to, or in lieu of, the bonus formulas contained in the Bonus Plan, in the event of special or extraordinary circumstances management may recommend to the Compensation Committee retention, incentive or other bonus grants or awards, but the grant, award or payment thereof, including any terms and conditions relating thereto, shall be in the sole discretion of the Compensation Committee. The Bonus Plan shall be administered by or under the direction and supervision of the Chief Executive Officer of Pacer International, whose determinations shall be final (subject to the approval of the Compensation Committee to the extent required by applicable law or securities exchange listing requirements). Any such amendments, modifications, supplements or determinations shall be made in a manner to maintain the deductibility of compensation paid under the Bonus Plan pursuant to Internal Revenue Code Section 162(m), to the extent such regulation would otherwise impair the deductibility of compensation under the Bonus Plan.
No member of the Board of Directors or any committee of the Board of Directors of Pacer International or any of its subsidiaries, nor any officer of Pacer International or any of its subsidiaries delegated authority under the Bonus Plan, shall be liable for any action, or omission or determination made in good faith by such member, by the Board of
Directors or any committee of the Board of Directors of Pacer International or any of its subsidiaries, or by any such officer with respect to the Bonus Plan or any bonus award.
The Bonus Plan shall be construed under the laws of the State of Tennessee, to the extent not preempted by federal law, without reference to the principles of conflict of laws.