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NOL Cash Bonus Plan

2010
Introducing the Plan for 2010…
Payment of discretionary bonuses such as the NOL Cash Bonus Plan (CBP) is subject to the discretion
of the Company, its Board of Directors and/or the Executive Resource and Compensation Committee
(ERCC). The NOL CBP reflects the NOL Group’s philosophy of linking total compensation to the
achievement of financial performance and goals that underscore our commitment towards the
business strategy of the Group. Each year, the plan will be reviewed and adjusted, where necessary,
to business conditions and competitive practices. This plan document provides guidance on the
main features of CBP for NOL employees working towards the attainment of 2010 business plans.

Eligibility for Participation

To participate in the NOL CBP, the guiding principles to qualify are as follows:

You must be a regular full-time or part-time employee. Temporary and contract employees,
service providers, or contractors seconded to NOL, will not be eligible for the plan.

You must be actively employed for at least one working day before October 2, 2010 during the
plan period. Please consult your local Human Resource Manager regarding eligibility for CBP in
the event that you have taken unpaid leave, maternity leave, sabbatical/study leave and/or long
term medical leave during the plan period.

You must be in service as an employee of the Company on the date of the bonus payment.
However, employees who resign, are terminated with cause, or are serving their notice period
before the actual date of bonus payment will not receive the CBP payment, except where
agreements or local laws apply. Involuntary terminations are covered in Appendix 1.

You are not participating in any other variable pay or incentive program that replaces or is in-lieu
of the CBP (such as Sales Variable Compensation or other location/country-specific bonus
programs).

As a minimum, you must achieve a satisfactory overall performance rating during the plan
period.

Employees are not eligible if covered by a collective bargaining agreement, an individual


employment agreement, service agreement or legislation that does not provide for eligibility under
the CBP. Any exception, due to local country practices and/or legislation, will be subject to review
and approval by the Company.

Changes at the discretion of NOL Management & ERCC Page 1 of 7


The NOL CBP may not be applicable in every country, due to local country compensation structures
and legal restrictions. Please consult your local Human Resource Manager if you have a question
regarding your eligibility or the applicability of CBP in your location.

Please note that as the CBP is a discretionary bonus program, payment for performance under the
Individual Performance Measure (or any of the performance measures described in the plan) is not
guaranteed.

Plan/Performance Period

The CBP performance period is the financial year 2010 (FY2010).

How CBP Works

Individual target bonus levels have been set relative to the position grade in the Company and take
into account competitive market pay practices. The target bonus level for each position grade is
expressed as a percentage of annual base salary and will be pro-rated for changes in target bonus
and salary adjustments which occur during the plan year.

Performance Measure

Group performance measure, Group Core ROCE (Return on Capital Employed1), reinforces the
focus on the achievement of business/financial results. This also more accurately reflects the
true operating performance of our Company since it measures the ability of the organization to
cover its cost of capital.

Business Unit performance measure, ROCE, links BU performance goals to the Company’s
overall business strategy and BU-level goals are aligned and devoid of conflict. This performance
measure will apply to all Liner and Logistics employees, weighted based on 20% NOL Group
performance and 80% BU performance. For employees in the Corporate Functions and
employees who have responsibility for both lines of businesses, this performance measure will
be a composite of Liner performance and Logistics performance. This group of employees
generally refers to all eligible employees who belong to the following functions: Claims,
Corporate Communications, Finance, Human Resources, Information Technology, Insurance/Risk
Management, Group Audit, Legal, Office Services, Process Management/Training and Strategic
Planning.

Determining The Group and Business Bonus Pools

The Target Group Bonus Pool at 1x is triggered based on the condition when Economic Profit is
nil, and it is currently at 12% Group ROCE for FY2010. At minimum threshold level of 4% Group
ROCE, the Group bonus pool is 1/2 Target Bonus. Maximum pool is at 2x Target Bonus.

1
Return on Capital Employed = Net Operating Profit After Tax / Capital Employed

Changes at the discretion of NOL Management & ERCC Page 2 of 7


If the Company underperforms the threshold metric of Group ROCE = 4% (e.g. 3.9%), there will
not be any group bonus pool generated. Only the Operating Incentive at 1/3 target payout would
be available to reward individual performance, subject to ERCC discretion.

The business bonus pool is weighted heavily on BU performance. At the BU level, the business
bonus pool will be weighted at 80% BU performance and 20% Group performance. The business
bonus pool for Corporate and Functional Groups will be based on a composite of Liner
performance and Logistics performance. A business bonus pool will be generated for a BU if the
BU performance is above the 12% BU ROCE, even if the threshold 4% ROCE is not attained at
Group level.

Determining Individual Bonus Amounts

The target bonus will be modified by an Individual Performance measure. Here is how the basic
formula works:

Target BU / Functional Group Individual


Bonus
X ( Business Bonus Pool Modifier
) X Performance

Individual performance measure reinforces our performance-linked compensation philosophy


that rewards and differentiates individual performance and contribution. The Individual
Performance measure will be determined by your manager based on your PMP score.

Changes at the discretion of NOL Management & ERCC Page 3 of 7


PMP Rating Payout Range *
PMP5
PMP4
PMP3 Between 0.0 and 2.0

PMP2
PMP1
* Specific ranges will be given at the time of awards

How CBP works:

As an illustration, an employee with an annual base salary of $30,000 and target bonus of 10% of
base salary (i.e. $3,000) is assumed.

The following examples are presented only as a guide to demonstrate how the individual bonus
payments would be calculated. Three scenarios are provided:

Example 1: Group and BU exceeded target with pool modifier at 1.5, and employee
performance is at PMP 3 level

Example 2: Group and BU performed at target level with pool modifier at 1.0, and employee
performance is at PMP3 level

Example 3: Group and BU do not meet target level with pool modifier at 0.8, and employee
performance is at PMP3 level

Changes at the discretion of NOL Management & ERCC Page 4 of 7


Plan Administration and Payments

The NOL CBP document serves only as a guideline for allocation of bonus and does not constitute a
legally binding commitment between the Company and its employees. Any payment of bonuses,
whether made pursuant to the plan or not, is subject to the approval of NOL Management, its Board
of Directors and/or the Executive Resource and Compensation Committee (ERCC), who may decide,
at its absolute discretion, on whether any bonuses shall be paid for that year and/or the amount to
be paid.

The Company reserves the right to modify, suspend or cancel the plan at any time. The Company has
the sole discretion to interpret the terms of the plan, determine eligibility for participation and make
such rules, interpretations and computations as the Company may deem appropriate. The decision
and actions of the Company shall be final and binding on all persons.

Bonus will be paid as soon as reasonably practicable after the financial results for the performance
plan period have been released and all CBP performance measures have been determined. Your CBP
payout will be made into your regular payroll, and will be subject to local taxes as applicable in your
country or location. All personal taxes are your own responsibility.

Eligible employees must be actively employed by NOL or its group of companies participating in the
plan on the date of bonus payment in order to receive any payment under this plan.

New Hires
New hires or employees who have less than a full year of active service are eligible to participate in
the plan, provided they meet the eligibility requirements in this guide. Actual bonus amounts will be
pro-rated based on the number of months of participation.

Transfers across business units


If an employee is transferred to a position in a different business unit during the plan year, the
individual bonus will be pro-rated on the basis of the number of full months worked in each business
unit. If the employee is transferred during the month, the bonus for that month will be determined
on the basis of the business unit in which the employee has worked the greater part of the month.
Then, the individual bonus will be pro-rated on the basis of the number of months worked in each
business unit.

Termination of Service
Employees who leave the Company before the actual date of bonus payment due to voluntary
termination or termination for cause will not receive the CBP payment, except where agreements or
local laws prohibit such non-payments and involuntary terminations as covered in Appendix 1. Final
determination is at the sole discretion of the company.

Changes at the discretion of NOL Management & ERCC Page 5 of 7


Timeline for Bonus Payout

If there is a cash bonus approved, the targeted payout will be by Mar/Apr 2011. This is to facilitate
the use of NOL’s full-year results in the computation of the bonus pool, as approved by the ERCC in
Feb 2011.

The indicative timeline is summarized below:

Indicative Dates Key Activities


Early Dec 2010 - Mid Jan 2011 PMP Process and Review

Mid - End Feb 2011 Bonus Recommendations by Supervisors

Early - Mid Mar 2011 Country/Region/BU/Function Review on Recommendations

Mid Mar 2011 SMT/GCEO Final Approval of Bonus Recommendations

Mar/Apr 2011 Bonus Payout

Questions

The FAQs on the NOL CBP is provided on the Helm under ‘Employee Resources’. If you have more
queries on how the CBP2010 affects you, please approach your Regional HR Leads or Country HR
Manager.

Regional HR Leads:
Americas - Jody Leemon
Europe - Neill Clark
North Asia - Josephine Tong
South Asia - Janette Kwek
Singapore - Amy Ang

Changes at the discretion of NOL Management & ERCC Page 6 of 7


Appendix 1 to NOL Cash Bonus Plan 2010

Guidelines for Involuntary Terminations

Eligibility
 Death
 Retrenchment
 Retirement including statutory retirement, normal retirement and early retirement
initiated by the company
 Termination without cause

Ineligible
 If individual employment agreement has specific termination benefits and/or
 If employee accepts better voluntary retrenchment/termination benefits

Minimum Service Period


 Death - NA (that is, pro-rated based on number of months of service in the financial
year)
 Retrenchment/Retirement/Termination without cause - Must be actively employed
by the company as at 31 Dec to be eligible

Time of Payment
 Paid in Mar/Apr along with all active employees

Changes at the discretion of NOL Management & ERCC Page 7 of 7


2010 NOL CASH BONUS PLAN (CBP)
SUPPLEMENTAL GUIDELINES
for the
UNITED STATES

This document supplements the NOL Cash Bonus Plan 2010 document issued by NOL (attached).

Eligibility for Participation

 With respect to Logistics non-exempt employees:


o Non-exempt employees in entities 17, 18, 19, 20 and 22 are eligible.
o Non-exempt employees in entities 29, 30 and 31 are not eligible.

 “Actively employed,” “in service” and “active service” means that the employee is actively at
work for the company and being paid on its payroll.

Determining the Group and Business Bonus Pools


 All Management Associates, regardless of organization assignment, will be treated as Corporate /
Functional Group employees.

Determining Individual Bonus Amounts


 For exempt employees, covered compensation is the employee’s 2010 year-end annual rate of
base salary.
 For non-exempt employees, covered compensation is the employee's 2010 wages.

Plan Administration and Payment


 In no event will bonus payments be made later than 2-1/2 months after the end of the year in
which all eligibility requirements are met (i.e., in no event later than March 15, 2012).

Termination of Service
 Individuals whose employment terminates prior to the bonus payment date are not eligible to
receive a bonus, with the following three exceptions:
o Individuals whose employment terminates before the bonus payment date due to death;
o Individuals whose employment is terminated by the company after December 31, 2010,
and before the bonus payment date due to a reduction in force; and
o Individuals who voluntarily terminate their employment after December 31, 2010, and
before the bonus payment date and who are considered by the company to have retired.
For purposes of this Plan, an employee is considered to have retired if, at the time of
termination, he or she is age 55 or older and has at least five years of service with the
company.

Note: The second exception may not apply where the employee has a written employment
agreement.

Revised 2.11.11

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