Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Under the Special Incentive Plan, most employees, including the Company's named executive officers, can earn incentive payouts based on Company performance against goals established by the Committee for the remainder of the Company's 2020 fiscal year. The incentive goals under the Special Incentive Plan are based on performance measures related to improving the Company's liquidity and reducing costs. These two performance measures are equally weighted for the purposes of potential incentives, and each measure is independent of the other. The Committee chose these measures because liquidity and cost reduction are the Company's primary financial objectives for the remainder of fiscal year 2020 and are paramount to leading the Company into the recovery phase of the COVID-19 crisis.
To determine whether incentive awards are paid, performance for the year will be measured against specified target levels for each performance measure, calculated as follows:
Payout (% of Liquidity Target Award) Cost Reduction >$750 million 100% ?$40.0 million $750 - 700 million 75%$32.6 - 39.9 million$699 - 650 million 50%$32.5 - 25.0 million <$650 million 0% <$25.0 million
The Committee established target awards for executive officers, including the
named executive officers, which are stated as a percentage of base salary (not
inclusive of temporary base salary reductions). Target awards for the named
executive officers are 28% for
Although the Company does not expect to achieve the threshold levels for the performance measures under the Company's annual Incentive Compensation Plan for fiscal year 2020, the target bonus awards and the performance targets under the Incentive Compensation Plan, including for the named executive officers, remain outstanding and unchanged. To the extent threshold levels under the Incentive Compensation Plan are achieved, awards under the Special Incentive Plan in the aggregate will be automatically reduced by the amount of any such payouts under the Incentive Compensation Plan.
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