1997 Management Incentive Plan

Exhibit 10.12
1997 Management Incentive Plan


PSC INC.
MANAGEMENT INCENTIVE PLAN


Section 1. Purpose


The purpose of the PSC Inc. Management Incentive Plan is to promote the interests of PSC Inc. and its shareholders by providing certain of its key executives with an annual incentive whereby a significant portion of such executive's compensation is tied to the achievement of preestablished and objective performance goals. The Plan is designed to attract, motivate and retain such key executives on a competitive basis in which total cash compensation levels are closely linked with the attainment of the Corporation's financial and strategic objectives.


Section 2. Definitions


The following definitions are applicable to the Plan:


2.1 "Board" means the Board of Directors of the Corporation.


2.2 "Code" means the Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated thereunder, or any successor statute.


2.3 "Committee" means the Compensation Committee of the Board or such other committee as may be designed by the Board to administer the Plan, and shall consist only of members of the Board who are not employees of the Corporation or any affiliate thereof and who qualify as "outside directors" under Section 162(m) of the Code.


2.4 "Corporation" means PSC Inc., a corporation established under the laws of the State of New York, and its subsidiaries and affiliates.


2.5 "Covered Employee" means a Participant who as of the close of the Plan Year is the Chief Executive Officer of the Corporation or among the four highest compensated officers of the Corporation for the Plan Year (other than the chief executive officer) or who is otherwise deemed a "covered employee" under Section 162(m) of the Code.


2.6 "Eligible Employee" means any executive officer or manager of the Corporation and its subsidiaries.


2.7 "Incentive Award" means an award granted pursuant to Section 5 of this Plan.


2.8 "Participant" means any Eligible Employee of the Corporation and its subsidiaries who has been selected by the Committee to participate in the Plan during a Plan Year.


2.9 "Plan" means the PSC Inc. Management Incentive Plan, as may be amended and restated from time to time.


2.10 "Plan Year" means the Corporation's fiscal year, or such other period as designated by the Committee.


Section 3. Administration of the Plan


The Plan shall be administered by the Committee. The Committee shall have full authority to interpret the terms of the Plan, to adopt, amend and rescind rules and guidelines for the administration of the Plan and for its own acts and proceedings, to select Participants, to grant annual Incentive Awards thereto and to decide all questions and settle all controversies and disputes which may arise in connection with the Plan. The Committee shall report any action taken by it to the meeting of the Board next following such action. The decision of the Committee on any matter as to which the Committee is given authority shall be final and binding on all persons concerned. No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan.


Section 4. Eligibility and Participation


Within the first 90 days of each Plan Year, the Committee shall select the Participants in the Plan for such year from among the Eligible Employees of the Corporation and its subsidiaries. Directors who are full-time executive officers of the Corporation shall be eligible to participate in the Plan.


Additional Participants may be approved by the Committee during the Plan Year only in the event of unusual circumstances, such as a new hire or a promotion.


Each Participant will be notified in writing at the time of his or her selection as a Participant, of the amount and terms of his or her target annual Incentive Award as determined in Section 5 below.


Section 5. Annual Incentive Awards


5.1 Individual Awards. Each Participant in the Plan shall be eligible to receive such annual Incentive Award, if any, for each Plan Year as may be payable pursuant to the performance criteria described in Section 5.2 below. Except as provided in Section 7 below, the Committee shall, on an annual basis, establish a "target annual Incentive Award" for each Participant equal to a percentage of such Participant's base salary for such Plan Year, and the maximum amount of a target annual Incentive Award that may be awarded to a Participant for a Plan Year shall be 60% thereof. An individual who becomes a Participant after the beginning of a Plan Year shall be entitled to an annual Incenti ...