EX-10.1 2 ex-101q12022.htm EX-10.1
Exhibit 10.1
Annual Executive Incentive
Compensation Plan (ExIP)
L. B. FOSTER COMPANY
ANNUAL EXECUTIVE INCENTIVE COMPENSATION PROGRAM
2022
The purpose of this document is to establish in writing the performance goals and other terms applicable to cash financial performance awards for each fiscal year of the Company which constitutes a Performance Period (the “Program”) as authorized under the L.B. Foster Company Executive Annual Incentive Compensation Plan (“ExIP”).
I. DEFINITIONS
a.Defined terms used but not defined herein shall have the meanings ascribed to them in the Executive Incentive Plan master document under which each annual Program is established.
II. TERMS AND CONDITIONS
a.Unless otherwise determined by the Compensation Committee, the Performance Period shall be one calendar year.
b.Each Participant shall receive a cash award in an amount equal to Participant’s base compensation multiplied by a target percentage established by the Committee based upon the position held by the Participant as approved by the Compensation Committee and set forth on Exhibit A, on file with the Committee (the “Target Percentage”) (an “Award”). The amount of any Award earned and payable is calculated with reference to the percentage achievement of certain Performance Measures established by the Committee and as described below.
c.Participant’s base compensation shall be the Participant’s salary on March 1 of the applicable Performance Period, rounded to the nearest whole dollar.
d.Participants in the Program are listed on Exhibit A on file with the Committee, which identifies each Participant’s title and Company operating unit, and Target Percentage for the applicable Performance Period.
e.A Participant’s right, if any, to receive payout of an Award, if earned, shall be contingent upon Participant having executed a Confidentiality, Intellectual Property and Non-Compete Agreement in a form satisfactory to the Committee. Further, in order to receive any payout of an Award, the Participant must have begun employment with the Company by October 1 of the Program’s Performance Period.
f.In the event a Participant changes from one position to another position or is promoted into one of the positions approved by the Committee during the Performance Period, the Target Percentage and base compensation for such Participant shall be pro-rated as applicable to each position held during the Performance Period, and such Award will be determined on the pro-rated basis based on the number of full months employed during the Performance Period.
g.In order to be eligible to receive any payout of an Award, if earned, a Participant must be actively employed by the Company on the date the Award is paid. In no event is a Participant entitled to any pro-rata payment of an Award under the terms of this Program, except to the extent the Board has approved a Participant’s retirement or termination from the Company, in which case the Committee may provide a pro-rata payment based on the Participant’s active employment before the Board-approved retirement or termination.

III. CALCULATING PAYOUT OF AWARDS
The payout of Awards shall be calculated as set forth below:
a.A Participant’s Award shall be determined and allocated by multiplying the Award by the Company’s adjusted level of attainment of the financial Performance Measures identified below, weighted as shown below, as well as discretionary consideration by the Board of Directors, as indicated.

| Performance Measure | CEO, CFO; CGO SVP, HR & Admin; SVP & General Counsel; and Controller & CAO | Executive SVPs or VPs Responsible for Operating Unit(s)
Financial Performance Awards | Operating Unit Adjusted EBITDA | -- | 50%
| Gross Margin % | 30% | 30%
| Corporate Adjusted EBITDA | 70% | 20%
Discretionary Component | Achievement of the Corporate Strategy (based on Playbook) | Up to 20% modifier (+/-) | Up to 20% modifier (+/-)

b.The amount of an Award payout shall be calculated and adjusted upward or downward based on the level of attainment of the above Performance Measures, Adjusted EBITDA and Gross Margin % (Corporate and Operating Unit), utilizing the percentage multipliers as set forth in the tables below. Achievement of the financial measures shall be capped at 170%, and the discretionary impact will be based on execution of the strategic plan and applied as described in Section IIIc. Straight-line interpolation will be used to determine the achievement between each level.
Adjusted EBITDA Multiplier 1

Corporate Target Adjusted EBITDA | Multiplier
$27,000,000 and over | 200%
$21,000,000 | 100%
$19,000,000 | 50%
Less than $19,000,000 | 0%

Gross Margin % Multiplier 1

Corporate Target Gross Margin % | Multiplier
19.4% | 200%
18.7% | 100%
18.0% | 50%
Less than 18.0% | 0%

1 Business Unit Targets and Multiplier Tables are shown on Exhibit A, on file with the Committee
2

c.The Discretionary Component of the award shall be based on consideration by the Board of Directors of the Company’s progress on the seven (7) item Playbook and Corporate Goals of the Corporate Strategy. The Board will assess management’s performance and apply a multiplier of up to 20%, adjusting the financial achievement award upward or downward. Any upward adjustment shall be capped at a 200% payout maximum.
d.Definitions of the Performance Measures and possible financial adjustments are noted on Schedule 1.0 attached hereto.
III. RECOUPMENT
All Awards granted hereunder are made subject to the L.B. Foster Executive Recoupment Policy which is incorporated herein by reference (the “Policy.”) The Policy provides for the clawback by the Company and repayment by the Participant of cash awards paid hereunder in the event of an accounting restatement applicable to any financial reporting period within the Performance Period due to material noncompliance of the Company with any financial reporting requirement under the securities or other applicable laws.
IV. COMPENSATION COMMITTEE
As set forth in the ExIP document, the Compensation Committee retains all rights and discretion to modify, eliminate, or replace the ExIP and the Program at any time. The Committee will interpret and apply the ExIP and this Program at its discretion, and may adjust financial Performance Measures, weighting, and/or multipliers as it deems appropriate in its sole discretion, or increase, decrease, or eliminate any Award or payout hereunder. All determinations with respect to any Award shall be made by the Committee and shall be final, conclusive and binding on the Company, the Participant and any and all interested parties.
The undersigned Chairman of the Compensation Committee hereby certifies, on behalf of the Committee, that the performance goals and other material terms applicable have been determined and approved at the Committee meeting held in February of the
Program’s Performance Period.

_____________________________ Robert S. Purgason Chairman, Compensation Committee _____________________________ Date

3

Schedule 1.0
PERFORMANCE MEASURES AND ADJUSTMENTS
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA): shall mean with respect to the Company or an Operating Unit, for the Fiscal Year (a) income from continuing operations; (b) plus income tax expense; (c) plus interest expense; (d) minus interest income; (e) plus depreciation expense; and (f) plus amortization expense; (g) plus and minus the adjustments below.
Gross Margin %: shall mean with respect to the Company or an Operating Unit, for the Fiscal Year: (a) gross profit; divided by (b) total net sales; plus or minus the adjustments below.
The following adjustments are guidelines subject to board approval.

Adjustment Description Unplanned reductions or add-backs to results for gains and losses | Adjusted EBITDA | Gross Margin %
Effects of changes in accounting or tax law | X | X
Divestitures of properties, businesses, investments, equity in affiliates or held for sale as discontinued operations | X | X
Costs of an acquisition or potential acquisition, purchase accounting and operating results of an acquisition completed during the year | X | X
Any significant or non-recurring item(s) (these items include, but are not limited to a restructuring, long-lived asset impairment, warranty costs, product liability, legal settlement, environmental charges) that in total exceed $200,000 in EBITDA (favorable or unfavorable) | X | X
The impact on any Operating Unit attributable to any administrative intercompany charges related to transfer pricing compliance where the consolidated impact is zero. | X | X
The accrual for the Strategy Transformation Plan (STP) will be added back to actual results for calculation of the performance payout. | X | X

4