EXHIBIT 10.26 1998-1999 STRATEGIC INCENTIVE PLAN - -------------------------------------------------------------------------------- PURPOSE: TO ATTRACT, RETAIN, AND SIGNIFICANTLY REWARD A SELECT GROUP OF INDIVIDUALS FOR THE ACHIEVEMENT OF AGGRESSIVE, MEASURABLE STANDARDS OF CORPORATE PERFORMANCE. PAYMENTS IN STOCK ARE INTENDED TO ASSIST PARTICIPANTS IN ACHIEVING SPECIFIED OWNERSHIP GUIDELINES AND PROMOTE AN ENTREPRENEURIAL APPROACH TO THE BUSINESS. ELIGIBILITY: Approximately 150 executives in the Company PERFORMANCE PERIOD: Two Years AWARD FREQUENCY: Annually, performance periods will be overlapping. PERFORMANCE MEASURES: Groups 100% Division Contribution (aggregate 1998 and 1999) Corporate 100% Earnings Per Share (EPS) (aggregate 1998 and 1999) PERFORMANCE WEIGHTINGS: Corporate Performance - 30%; Group Performance - 70% for those participants with a target award of 100% Corporate Performance - 20%; Group Performance - 80% For those participants with a target award of 75% Corporate Performance - 10%; Group Performance - 90% For those participants with a target award of 40% - 60% Corporate Performance -100% for all Corporate participants RELATIONSHIP OF PERFORMANCE TO PAYOUT:
PAYOUT LEVEL AS OF % OF PERFORMANCE LEVEL TARGET AWARD ----------------- ------------ 120% 125% 110% 110% 100% 100% 90% 70% 80% 50%
Bonus will not be paid below 80% level 1998-1999 STRATEGIC INCENTIVE PLAN - -------------------------------------------------------------------------------- TARGET AWARD: For those participants with a target award equivalent to 100% of base pay, the award is denominated 100% in stock units based on the stock price at the beginning of the performance period. For those participants with a target award equivalent to 75% of base pay, the award is denominated 75% in stock units based on the stock price at the beginning of the performance period. For those participants with a target award equivalent to 40%-60% of base pay, the award is denominated 50% in stock units based on the stock price at the beginning of the performance period. PAYOUT FORM: The mix of payments under this Plan between cash and stock will change as specified stock ownership guidelines are achieved Payments will be made in stock for that portion of the award which is initially denominated in stock units as described above. Upon achievement of the ownership guidelines, the participant may elect the form of payment, either cash or stock, with the opportunity for voluntary deferrals. PAYMENT: Bonus payments will be made after the year-end financial results have been reviewed and certified by Arthur Andersen LLP. Proposed bonus payments for Senior Executives will be reviewed and approved by the Human Resource and Compensation Committee. WITHHOLDING: Participants receiving a portion of their bonus payment in stock may elect to pay Federal, state and local withholding tax obligations to the Company in cash or request that the Company withhold a number of shares of common stock equal in value to the withholding tax amount.