T.E.A.M. Award 2014 Plan Document

Transcription

1 T.E.A.M. Award 2014 Plan Document Purpose: American Tower Corporation ( American Tower or the Company ) has established the 2014 T.E.A.M. (Together Everyone Achieves More) Award Program (the Program ) with the goals of: Encouraging all Participants to achieve outstanding results; and Sharing the Company s success. Eligibility: Any U.S. employee who: (i) is neither a temporary employee nor an intern, (ii) has been a fullor part-time employee hired either before April 1 for the period January 1 to June 30 or prior to October 1 for the period July 1 to December 31, (3) is not eligible to participate in any other type of bonus, commission or similar incentive plan during the same time period during the fiscal half as s/he is eligible for the T.E.A.M. Award, and (4) is employed on the date the T.E.A.M. Award is actually paid. An incentive under the Program is in addition to, and not a part of, annual earnings. Employees meeting these criteria are Participants. Unless state law provides otherwise, no T.E.A.M. Award is earned or due and owing to any Participant until the T.E.A.M. Award is actually paid. A Participant whose employment terminates (regardless of the reason and whether voluntary or involuntary) prior to the actual payment of a T.E.A.M. Award for a fiscal half-year is NOT eligible to receive a T.E.A.M. Award or any portion of a T.E.A.M. Award which is paid out AFTER the Participant s termination date (even if he or she was employed for all or part of the applicable fiscal half-year), and any T.E.A.M. Award the Participant would have been entitled to if s/he were still employed shall not be paid. Effective Date: The effective date of the Program is January 1, 2014, and the Program supersedes all prior bonus plans and/or incentive arrangements for all Participants. The Program will be reviewed periodically and may be amended as required to ensure it continuously supports American Tower s overall business objectives and strategies. Program components will be pro-rated as the Company deems appropriate for new employees or employees who transfer into or out of a Program-eligible position. Bonus Payout Determination: The Program has two equally-weighted components that together allow Participants to earn a target of 10% of annual earnings: % of Plan Target % of Eligible 1H Company/Division EBITDA 25% 2.5% Year-End Company/Division EBITDA 25% 2.5% Individual and/or Team Goals and Objectives 50% 5% TOTAL 100% 10% earnings represent amounts Participants were paid in accordance with their base hourly rate or base salary and, if applicable, overtime and shift differential during the associated period. 1H references the first half of 2014 and includes Q1 and Q2. EBITDA is defined as earnings before interest, taxes, depreciation and amortization. 1

2 Measurement and Payout The Company/Division EBITDA component of the Program can pay out up to 150% of the targeted amount based on the actual achievement of results according to the following schedule: EBITDA Achievement % Payout % <99.5% 0% 99.5% % 75% 100.0% % 100% 101.0% % 125% 103%+ 150% The specific EBITDA measure applied is based on a Participant s division (e.g. U.S. Tower or Corporate) or the International region primarily supported (e.g., EMEA, Latin America). Corporate Participants are measured against Company Adjusted EBITDA. The individual and/or team goals and objectives component can pay out up to 200% of the targeted amount based upon performance against goals. A minimum of 75% goal achievement is necessary for payout of both the Year-End EBITDA and the Goal components. Payment Calculation and Frequency: The EBITDA portion of the plan allows Participants to earn a targeted 5% of annual earnings divided into two semi-annual payments. The 1H EBITDA will be paid as soon as administratively feasible to do so during Q3. The amount paid will be calculated by multiplying the Participant s first half ( 1H ) earnings by the target percentage and EBITDA payout percentage. 1H * X 5% Target X EBITDA Payout % * are inclusive of base hourly rate or base salary and, if applicable, overtime and shift differential during the associated period. All other earnings such as bonuses, commissions, etc., are excluded from consideration. The Year-End EBITDA and the Goals component payment will be paid on or about March Calculation for the Goal component is as follows: 2014 X 5% Target X Goal Achievement % The Year-End EBITDA component will be calculated by determining the full year s EBITDA component payout and subtracting the 1H payout: 2014 X 5% Target X EBITDA Payout % = EBITDA Earned EBITDA Earned - 1H EBITDA Payout $ = Year-End EBITDA Payout $ 2

3 2014 New Hires: Participants hired on or after April 1, 2014, are ineligible for the 1H EBITDA payout but are eligible for the year-end payout. In these instances, the calculation differs slightly to account a full 10% of earnings target opportunity: EBITDA: 2014 Individual/Team Goals: 2014 X 5% Target X EBITDA Payout % X 5% Target X Goal Achievement % The payout is prorated based on earnings from the Participant s start date through December 31, Participants hired on or after October 1, 2014 are ineligible for either 2014 payout. During the Program year, what happens if a Participant Moves from one job to another within the Company? Eligibility for continued participation in the Program will depend on the Participant s eligibility before and after the transfer. At the time of the transfer, participants should obtain written confirmation detailing the impact of the transfer on the Program. If a Participant transfers from one position to another that is also eligible for the Program, participation will generally continue uninterrupted. If a Participant moves from a position that allows participation in the Program to one that is eligible for a different plan (or vice versa) before the 1H EBITDA payout, the 1H EBITDA payout will be based on earnings applicable to the time the employee was a Participant. A prorated Goals component payment associated with the Program will be calculated at year-end. If a Participant moves from a position that generally allows participation in the Program to one that is eligible for a different plan (or vice versa) after the 1H EBITDA payout, the Year-End T.E.A.M. payout based on Year-End EBITDA and Goals will be based on earnings applicable to the time the employee was a Participant. Takes a leave of absence? A Participant who is out of work due to an approved personal leave of absence or disability during the Program year will remain eligible for a payout, though it may be prorated based on the Participant s earnings during the active period of employment during the Program year. Important Note: Any prorated payout will be paid at the same time and in accordance of the terms of this Program. The treatment of partial-year adjustments may be subject to local laws or regulations. Program Modifications: The Program will be administered by the Corporate Human Resources department in conjunction with divisional senior executives. American Tower reserves the right to suspend, modify or terminate the Program at any time to ensure it either supports and meets Company goals and objectives or is consistent with prevailing business conditions. All modifications to the Program, methods of calculation, and related administrative processes require the approval of the divisional senior executive in conjunction with Corporate Human Resources. Written notification of approved modifications will be distributed to all Participants. 3

4 The Program does not constitute an employment contract of any kind and nothing in this document should be construed to either affect the at-will relationship between American Tower and any Participant or to limit the American Tower s right to terminate any Participant at any time and for any reason, with or without notice, or to administer any other form of discipline, or take any other management action. Forfeiture: In the event a Participant, in connection with his/her employment has, in the sole judgment of the Company, violated any of the provisions in either the Company's Code of Ethics and Business Conduct or Anti-Insider Trading Policies, or violated any obligation related to the protection of confidential or proprietary information, or engaged in action constituting a conflict of interest with the Company, or violated any other Company policies or procedures regarding appropriate conduct of business, or has, in pursuing and achieving performance goals and objectives, committed or exposed the Company to objectively inappropriate or unreasonable future risks that were not appropriately or timely disclosed or appropriately authorized, or has committed any unlawful or criminal acts that may have an adverse impact upon American Tower, all amounts otherwise payable under this Program will be forfeited and the Company will have no further obligation with respect to such forfeited amounts and reserves the right as and to the extent it exists and applies, where circumstances within the parameters of those described above are objectively determined to have occurred and would support a remedial action at law in favor of the Company and where a Program payment has been paid to the Participant during or relating to the period of such occurrence, to pursue the return of such payment. 4

5 Example 1: Standard Calculation Participant is an active, regular employee on or before January 1, Total 2014 earnings are $50,000. 1H EBITDA Payout Calculation: 1H Target % Achievement % Payout $ EBITDA $25,000 X 5% X 100% = $1, EBITDA ($50,000 X 5% X 100% = $2,500) - $1,250 = $1,250 Goals $50,000 X 5% X 100% = $2,500 This participant s payout for 2014 totals $5,000 or 10% of earnings. Example 2: 2014 New Hire Participant is a new hire with a start date of May 1, Only earnings as of this date are used in the payout calculation. Total 2014 earnings are $42,000. 1H EBITDA Payout Calculation: Not eligible 2014 EBITDA ($42,000 X 5% X 100% = $2,100) - $0 = $2,100 Goals $42,000 X 5% X 100% = $2,100 This participant s payout for 2014 totals $4,200 or 10% of earnings. Example 3: 2014 New Hire 2 Participant is a new hire with a start date of August 1, Only earnings as of this date are used in the payout calculation. Total 2014 earnings are $36,000. 1H EBITDA Payout Calculation: Not eligible 2014 EBITDA ($36,000 X 5% X 100% = $1,800) - $0 = $1,800 Goals $36,000 X 5% X 100% = $1,800 This participant s payout for 2014 totals $3,600 or 10% of earnings. 5

6 Example 3: Job Change Participant moves into a job on August 1, 2014, that allows participation in another bonus program. Total 2014 earnings are $54,000. T.E.A.M. eligible earnings (January 1-July 31, 2014) are $30,000 1H EBITDA Payout Calculation: 1H Target % Achievement % Payout $ EBITDA $25,000 X 5% X 100% = $1, Elig. EBITDA ($30,000 X 5% X 100% = $1,500) - $1,250 = $250 Goals $30,000 X 5% X 100% = $1,500 Total payout for 2014 TEAM is $3,000 or 10% of eligible earnings. The Participant would also be eligible for an Bonus based upon their time in the plan from August 1 to December 31. The eligible earnings during that time are $24,000. Let s assume that the participant s Bonus target is 12%. Elig. Target % Achievement % Payout $ $24,000 X 12% X 100% = $2,880 This participant,s Bonus totals $2,880. 6