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                                               MART STORES, INC.
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                               FI           NON                    PTASS                 lATE
                                                                          2013



                         These guideUnes are subject to change at any time.

      These guidelines are effective February 11, 2012 on a go~forward basis and replace any and all prior pay guidelines.
                                                                               ~-        -
     ..      F-V 2013 SAM'S CLUB FiELD NON~EXEi'.,·iP'r t~SSOCiA'rE PAY PLAN
A'

             Field Non-Exempt Pay Plein;.. Introduction

             Our Company's fundamental compensation philosophy is to provide compensation and benefit
             programs needed to attract, retain, and reward Associates who contribute to the Company's success. I
                   .       -


             This documentation contains detailed information about the compensation plan for field non-exempt (hourly)
             positions in Sam's Club divisions.

             This plan became effective February 11! 2012 and replaces any and all prior compensation guidelines for the
      ....
             above mentioned field non-exempt Associates.

             Nothing stated herein changes the "at will" employment relationship between the Company and its
             Associates. These pay Guidelines do not create an employment contract or guarantee of employment
             with the Company for any period of time regarding any current or prospective Associate.   In its sole, .
             dlscretlon, the Company can elect to change these pay Guidelines at any time, with or without notice,
             except as may be required by any applicable state law.




             FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                            Page 2 of 33
                                                                                                      Effective 02!11/2012




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                      SMAS CLUB FIELD NON-EXEMPT ASSOClATE Pli,Y ? .. N
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          Table of Contents

          Introduction                                                                                          2
          Purpose                                                                                               4
          Definitions                                                                                      5-7

          Pay Structure /Position          Pay Grade                      .                               8-10
          New Hire Start Rate _                                                                         11-13
    _.,
          Pay Structure/Facility         Start Rate Review                                                  14

          Wage Rate Adjustment                                                                          15-16

          Lateral Move within the same Facility                                                             17

          Promotion       within the same Facility                                                          18

          Demotion within the same Facility                                                                 19

          Transfers     between Facilities                                                              20-22

          Transition      Worksheet                                                                     23-24

          Temporary       Job Assignment.                                                                   25

          Overnight       Differential                                                                  26-28
                                                                              /
          Overnight     Job Codes                                                                           29

          Market Differential                                                                               30

          Performance        Evaluations    Increase                                                        31

          Performance        Evaluations    Below Target Rating                                             32

          Interns/First     in Line Programs                                                                33




          FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                 Page 3 of 33
                                                                                        r:ffecUve 02/11/2012
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•
            FY 2013 SAM'S CLUB FIELD NON-EXEMPT ASSQClp.TE PAY PLAN

            Purpose
            Any Associate categorized as non-exempt is subject to the applicable provisions set forth in the Fair Labor
       l'   Standards Act as well as any applicable state wage and hour laws governing the location where the Associate is
            employed. As a result, non-exempt Associates:
               • Must be paid at least the Federal, State, or Municipality Minimum Wage, whichever is greater, for all hours
                 worked;          .
               • Are eligible for overtime pay;
               • Are required to take meals/break periods in accordance with applicable state law and related company
                 policies; and
....
               • Must have all worked hours recorded and paid by Wal-Mart.

            The Field Non-exempt Associate Pay Plan has the following objectives:
              • Establish and maintain a legally compliant competitive pay structure that rewards Associates; and
              • Ensure the consistent and equitable administration and communication of starting pay and subsequent
                 pay changes for field non-exempt Associates.                                         /




            As a member of the club's management team, this documentation       will provide you with a consistent approach
            for handling non-exempt Associate pay issues.

            Your Market Human Resource Manager, Regional Human Resource Director, and/or Divisional Human
            Resource Sr. Director will act as consultants to ensure consistency in the program's administration,    its
            compliance with applicable federal and state laws, and adherence to established compensation standards for
            new hires and pay increases for current Associates.




            FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                                 Page 4 of 33
                                                                                                          Effective 02/11/2012
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                  foX   2013 SAM S CLUB FJELD NON-EXEMPT ASSOCjATE PAY PLAN
Ii.

                  Definitions
             ~    Adjustment: An increase or decrease to an Associate's base rate of pay which is not the result of promotion,
                  facility start rate (FSR) change, demotion, movement to another pay structure, or Annual Performance Increase.

                  Annual Performance            Increase:      A base rate of pay adjustment   as a result of an Associate's    performance
                  evaluation' rating.

                  Base Pay Rate: Associate's hourly rate of pay comprised of facility start rate, any position pay grade
                  incremental values, applicable annual increases, and applicable work experience credits. Base Pay Rate does
      ....
                  not include differentials.

                  Demotion:       Voluntary or involuntary movement to a position in a lower PPG.

                  Facility Start Rate (FSR): The minimum starting pay rate within a Facility.         It is also the PPG 1 minimum
                                                                                                                    /


                  Lateral Transfer:       Movement between jobs within the same PPG

                   Market Differential: An additional amount of money paid on a per hour basis to an Associate assigned to an
                 • eligible job code. Market differentials vary by location and/or position.

                  Non-Exempt: Associates who perform duties under the state or federal wage and hour laws and do not meet
                  the exemption from the payment of overtime for hours worked.

                  Overnight Differential: An additional amount of money paid on a per hour basis to an Associate assigned to a
                 job code that is designated to an "overnight" shift and who generally works between the hours of 10:00 pm and
                  7:00 am. Overnight differentials vary by location and/or position.

                  Pay Exception:        Pay request that falls outside the criteria of the Sam's Club Field Non-Exempt Associate          Pay
                  Plan.



                  FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                                         Page 5 of 33
                                                                                                                        Effective 02/11/2012
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    •
                   FY.2013 SAM'S CLUB FIELO.NON-EXEMPT ASSOC1ATE            PA.l   PU2.N
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                   Pay Structure: Based. on' the Facility Start Rate and is comprised of Position Pay Grades (PPG).              There are
                   seven position pay grades in the fie'ld non-exempt pay structure.                           .

                   Position Pay Grade (PPG): Designates the size of the position.          Each primary job code is assigned to a
                   particular Position Pay Grade (PPG) based on the job responsibilities.   Jobs in the same PPG and facility have
                   the same start rate unless a differential is approved for the job code.

                   Primary Job Code: A code used to designate the primary work responsibility of an associate. The primary job
                   code must be used if the associate works more than 50% of their time working in this job. An associate's base
    ....
                   pay is derived using the primary job code.

                   Promotion:       Movement to a job with a higher PPG.

                   Retroactive Adjustment: Adjustments made to compensate an associate for a change in the associate's base
                   rate of pay due to promotion, demotion, other defined positions movement, or to a pay adjustment that was not
                   completed in the effective pay period.

                   Secondary Job Code: A job code used to designate work other than the primary responsibility of an associate
                 • performed less than 50% of their time. The secondary code may be used to give the associate access to
                   systems to perform the job (i.e., a full time associate who has a primary job code as a cashier performs the
                   functions of a COS one day a week to cover breaks.) A secondary job code has no impact on base pay of an
                   associate.

                   Temporary Assignment:     Assignment to work a different position/job code for a period no more than 12
                   consecutive weeks and more than 50% of the associate's work time is spent performing duties in the temporary
                   position/job code.

                   Transfer between Facilities:           A transfer from one facility to another facility.




                   FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                                     Page 6 of 33
                                                                                                                     effective 02/11/2012
                                                                                   ...
•          .                                                         .
       FY 2013 SAM S CLUB FIELO·NON·EXEilliP1' ASSOCiATE PA.'f PLAN
                                                                 -
       Wage Adjustment: An adjustment for existing associates whose base rate of pay is currently above the new
       PPG minimum following a FSR increase. This adjustment follows the adjustment methodology covered on page
       15.

       Work Experience: The performance of any lawful work regardless of the nature of the work or the identity of
       the employer for which compensation was paid.

       Work Experience Credit: An additional amount above the PPG start rate for previous work experience within
....   the past five (5) years. One credit is given for 12 months of work experience .




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       FY 2013 Sam's Club. Field Non-Exempt Associate Pay Plan                                            Page 7 of 33
                                                                                                 Effective 02/11/2012
                                                                                               ...
..    FY 2013 SAM'S CLUB FIELD NON~FXE!V!PTASSOCIATE            ?il~   PL.AN


      Pay Structure IPosition Pay Grade

      A Pay Structure is comprised of Position Pay Grades (PPGs).              There are seven PPGs in the Sam's Club field
      hourly pay. structure.




                                                     PPG 1                         $0.00
 ..                                                  PPG2                          $0.20
                                                     PPG3                          $0.40
                                                     PPG4                          $0.60
                                                     PPG5                          $0.90
                                                     PPG6                          $1.30
                                                     PPG7                          $1.70


      PPG minimums at different FSRs:




                          1                             $8.50                              1                   $8.00
                          2                             $8.70                              2                   $8.20
                          3                             $8.90                              3                   $8.40
                          4                             $9.10                              4                   $8.60
                          5                             $9.40                              5                   $8.90
                          6                             $9.80                              6                   $9.30
                          7                            $10.20                              7                   $9.70
                                                                          Po
      FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                                      Pago 8 of 33
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..             Fy'2013 SAf,,'!S CLUB FJELD NON~L"(EMPTASSOCIATE PP.Y PLAN
"              sition Pay Grade (PPG)
           •   PPG Range Minimum -
               Each PPG has a range minimum.                  The Pay Range minimum for each PPG is calculated   using the FSR +
               PPG incremental amount(s).

               PPG Range Maximum -
               Each PPG has a range maximum which is the maximum amount of base. pay an Associate can achieve for each
               PPG. Maximums may vary between facilities regardless of FSR (see Spread Range below). Differentials are
               not included in determining whether or not an hourly rate exceeds the maximum .
    ....

                      To determine all PPG maximums for a facility please refer to the Field Pay Administration Summary
                      located on the WIRE under Knowledge Center/People SupportlHR Services/HR Admin/Payroll/Tools                  and
                      Resources/Pay Administration Summary-Store.


               Spread Range between Minimum and Maximum
               Individual Clubs will have spread' ranges between the minimum and maximum of the PPG range from 90% to
               110%. To find the PPG minimums and maximums for a Club please refer to the Field Pay Administration
               Summary located on the Wire under Knowledge Center/People Support/HR Services/HR Admin/Payroll/Tools
               and Resources/Pay Administration Summary-Store.




               FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                                      Page 9 of 33
                                                                                                                  Effective 02/11/2012
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•       fY 20B SAM'S CLUB FiELD NOr-~·EXEMPT ASSO:-':;A"f£       PA\ PLAN


        The fol/owing are examples of two facilities with the same FSR, but with different spreads. This example
        snows how the' spread impacts individual facilities .




    .
    "




        FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                       Pago 10 of 33
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    ..         FY .2013 SAM'S   CLUB F E't._DNON-EXEMPT ASSOC1A         ra P,AY PLAN
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          .,   Start Rate I New Hire Rate Plan
                New Associates must be paid at least the minimum rate of the PPG for their position/primary job code.
               Associates will also be paid an additional value above the' PPG Start Rate if; (i) a premium (e.g. Overnight
                Differential' or Market Differential) has been assigned to his/her position; and/or (ii) they have work experience
               during the' past five years.

                To determine a new hire's Start Rate, the New Hire Start Rate Worksheet, which can be found in the Career
                Preference system (Career Preference), is completed and approved by the Club Manager, prior to generating
     ..         the Conditional Job Offer. New hire credits are assigned based on the PPG for the position the associate will
                be assigned:

                   •   PPG 1 and 2 positions are not eligible to receive new hire credits.
                   •   PPG 3 positions can receive up to two (2) new hire credits valued at $0.30 each for a maximum value of
                       $0.60.
                   •   PPG 4 positions can receive up to three (3) new hire credits valued at $0.30 each for a maximum value of
                       $0.90.
                  •    PPG 5 thru 7 positions can receive up to five (5) new hire credits valued at $0.40 each for a maximum
                       value of $2.00.


                Work Experience Criteria:
                Newly hired Associates in certain eligible positions may receive one credit for each full 12 months of work
               experience during the past five years up to a maximum of five credits. A full credit year can also be
               achieved by working in multiple jobs for a total of 12 cumulative months (ex; An Applicant has experience at
               one retailer for four months with a two month break in service and then has experience with a second retailer
               for eight months. The applicant would be eligible for one credit year.)




               FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                                Pago 11 of 33
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                 -   FY 2013 SAM 5 CLUB ~ F!_D NON~EXE.:VjPT ASSOCIATE p.t..Y PLAN
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            .~       Work Experience Criteria (continued):
                       • Applicants are responsible for entering all prior work experience in the last five years into the hiring kiosk.
                         There are several messages informing all applicants that they should enter all lawful work experience in
                         the last five years, as it may impact their rate of pay upon hire. In addition, during the interview process
                         the hiring manager should confirm that all work experience was entered into the online application. Upon
                         hire, 'no adjustments will be made to work experience credits.

                         • If a new Associate is placed into the wrong position (lob code), the Associate's rate of pay will be adjusted
     ....
                           for the New Hire credits of the correct position (iob code), if applicable, provided the following apply:
                               • The Associate is moved to the correct position (iob code) within the first pay period after the
                                  Associate's hire date and
                               • The Associate was scheduled for the correct position (job code) from the date of hire or other
                                  evidence can be produced to indicate the Associate was hired for the correct position Uob code) but
                                  was systematically places into the wrong position (job code).




                     FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                                  Page 12 of 33
                                                                                                                     Effective 02!11/2012
•      FY 2013 SAM'S    CLUE? FIELD NON-E.XEMPT       ASSOCjATE PAY PLA~"


       Eligible New Hire Credits:
       A New Hire Credit equals a pre-determined value based on the PPG of the hiring position. The value of the
       credit(s) is added to the PPG Start Rate to determine the new hire start rate for the new Associate. The values
       for each credit are as follows:




....




       As of May 12, 2010, Career Preference automatically calculates new hire credits based upon the work
       experience entered into the online hiring center/hiring kiosk. The hiring manager should confirm that the
       applicant entered all their work experience into the system for the last five years to ensure new hire credits are
       accurately calculated.




       FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                                 Page 13 of 33
                                                                                                      Effective 02/11/2012
..            FY 2013 SAM'S   CLUB FIELD NON-EXE.MP       r ,l,SSOC1A IE   PAY PLAN
                                                                                                 -
        . .
              Review of Facility Start Rate
              Facility Start Rates are reviewed annually by the Sam's Club Compensation Team. It is the Club and Market
              Manager's responsibility to ensure that Facility Start Rates are competitive for the facility's local market outside
              of the annual review. The Club Manager should periodically review the Facility Start Rates to ensure that they
              are competitive within the local labor market. In the event the Club Manager concludes that a Start Rate in their
              local market is not competitive, the Manager must complete and submit a wage survey found on the WIRE
              under Knowledge Center/People Support/Compensation/Worksheets/Compensation Wage Survey. Select the
              link named Wage Change Form.
 ....
              A Facility's Start Rate is based on local competitive pay rates for similar jobs and established in conjunction with
              market surveys and compensation analysis. Sam's Club Compensation will work with the Market Manager,
              RVP/SVP and the corresponding HR representative to determine Facility Start Rates.




              FY 2013 Sam's Cub Field Non-Exempt Associate Pay Plan                                                    Page 14 of 33
                                                                                                               Effective 02/11/2012
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   •          FY 20'13 SAJii'S CLUa FJELD NON·EXEMPT ASSOCiA               PAy PLAN
'J.'

              Wage Rate Adjustment
              As a facility's start rate (FSR) increases, individual associates' pay is systematically reviewed within the
              facility to determine if an additional adjustment is needed. Each associate's base rate of pay (current rate of
              pay less any applicable differentials) is compared to the minimum amount above PPG minimum based upon
              the associate's years of service with the company (listed below). Any associate whose base rate of pay is
              below this amount will receive a pay adjustment up to this amount.

              The following table shows the minimum amount above the PPG minimum an associate with the applicable
              years of service would be adjusted to following a FSR change .
       ....




                                            1
                                                                            Ensure at PPG Minimum
                                            2
                                            3             $0.30            $0.60       $0.60       $0.60         $0.60
                                            4             $0.30            $0.60       $0.90       $0.90         $0.90
                                            5
                                            6        I    $0.40        I   $0.80   I   $1.20   I   $1.60    I    $2.00
                                            7




              FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                                             Page 15 of 33
                                                                                                                         Effective 02/11/2012
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        F-Y2013 SAM'S   CLUB FIELD NON-EXEMPT                   PAY PLAN


        Example 1:



                             PPG 5 Minimum                                                       $8.90
                             Waae adjustment rate 4 years                               +        $1.60
                             Minimum wage compression rate: PPG 5 Minimum
                             + Waae adjustment rate for 10
                                                                                        =        $10.50
 ,
 ..                                                             in PPG 5   ition
                            Amount to reach waae comoression minimum                              0.40
                            Associates new base rate of pay for PPG 5
                             osition                                                             $10.50
      . Example 2:
                                           $8.50 F~RWage,,A.djustment
                                           Associate with 5 yearsservlce

                             PPG 5 Minimum                                                  $9.40
                                                     ears                           +       $2.00
                             Minimum wage compression rate: PPG 5
                             Minimum + Waae Adjustment rate for 5 years             =       $11.40
                            Associates current rate of Day in PPG 5 oosition                $12.50
                            Amount to reach wa                                               $0.00
                            Associates       rate of nav remains at current level           $12.50




       FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                                     Page 16 of 33
                                                                                                          Effective 02i11!2012
                                                                                              ....
   ..          FY 2011 SAMjS CLUB FiELD NON-EXEMPT A$SOCL~T~            PA.Y PL£:.N
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              . Lateral Move within            the same Facility

               Base Pay Adjustment
               No base pay change will accompany a lateral transfer, unless a premium (OvernighUMarkeUSeasonal
               Differential) is assigned to the current or new job code. Differentials may be added or removed at any time.

               The Associate's job code must be changed through Career Preference.      For detailed instructions     on how to
               complete a job code change refer to the Payroll Scheduling Guide (PSG 406) .
       ....
               Any Associate whose base rate of pay is currently over the PPG range maximum will be allowed to
               retain the ba.serate of pay when moving laterally within the same facility.

               Example 1
               If an Associate moves from a Cashier position (PPG 3) to a Sales Associate in Frozen (PPG 3), the base pay
               rate will remain the same since both jobs are in the same Position Pay Grade.

               Example 2

               If an Associate moves from a Cake Decorator position (PPG 4) with a market differential to a Membership Desk
               position (PPG 4) without a market differential, the Associate's pay would be adjusted down due to the removal
               of the amount of the differential for the Cake Decorator position.




               FY 2013 Sam's Club Field Non-Exempt Associate Pay Pian                                              Page 17 of 33
                                                                                                           Effective 02/11 !2012




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                                      fY 2{)13 SA!", S   '~bV}   FiELD NON·EXl'::iViPTASSOClATE PAY PLAN

                                      Promotion withm the same facility


                                      Base Pay Adjustment
                                      An Associate who moves to a position/job code in a higher Position Pay Grade will be paid his/her current base
                                      pay rate plus the difference between their current Position Pay Grade and the new Position Pay Grade up to the
                                      maximum of the new Position Pay Grade Range. Please refer to pages 8 through 10 for Position Pay Grade
                                      incremental values and ranges.
        ",
                                      For Associates whose base rate of pay is higher than the PPG range maximum of the position they are
                                      promoting into, provided the associate remains in the same facility, the Associate will retain their current base
                                      rate of pay and will not receive an increase for the higher PPG.

                                      The Associate's primary job code must be changed in Career Preference. For detailed instructions on how to
                                      complete a job code change refer to the Payroll Scheduling Guide (PSG) 406.

                                      The following table shows the rate of pay increase if an Associate moves from a PPG 2 position to a PPG 5
                                      position:




                                      FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                                Page 18 of 33
                                                                                                                                    Effective 02/11/2012
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                                                                                                            ...
 •                           FY 20B SAM'S CLUB FiELD NON-EXEMPT ASSOCiATE '[')l.Y PLAh


                             Demotion      within   the same facility
                             Base Pay Adjustment
                             An Associate who moves to a position/job code in a lower Position Pay Grade will have his/her base pay rate
                             reduced by:
                                   • the difference between the current Position Pay Grade and the new Position Pay Grade or
                                   • to move to the maximum of the new Position Pay Grade, whichever is lower.

     ....                    Please refer to pages 8 through 10 for Position Pay Grade incremental values and ranges .

                             The Associate's primary job code must be changed in Career Preference. For detailed instructions        on how to
                             complete a job code change refer to the Payroll Scheduling Guide (PSG) 406.


                             The following table shows the rate of pay decrease if an Associate moves from a PPG 6 positions to a PPG 3
                             position:




                             FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                              Page 19 of 33
                                                                                                                         Effective 02/11/2012
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...         1


                FY"2013 SAtlfl S CLUB   F!£LD NON*EXEMPT        /\,SSOCIA IE {:lAY PLAN


                Transfers between Facilities (Sam's to Sam's transfer or Walmart to Sam's transfer)

                An hourly Associate who transfers between Sam's Clubs or to a Sam's Club from a Walmart Store.

                FSRs, Differentials, and Maximums vary between locations.

                Base Pay Adjustment
  ...   ,
                When transferring between facilities, the Associate's base rate of pay will be adjusted to the appropriate pay
                level as follows; however, a transferring associate's base rate of pay may NOT exceed the PPG Maximum for
                their new Facility:

                Transfer-Lateral
                If an associate transfers to another facility at the same PPG, an Associate's base rate of pay will be adjusted by
                any difference between the Facility Start Rates or to the maximum of the PPG Range, whichever is less. The
                Associate's base rate of pay will also be adjusted if he/she moves in or out of an Overnight or Market Differential
                eligible position. If a FSR changes during the transfer of the Associate, the base rate of pay that was
                acknowledged       by the Associate upon the position offer will be the pay rate that is applied.

                If the FSRs of the two facilities are the same, the Associate's base pay rate will not change, unless to move the
                associate to the maximum of the PPG range in the new facility, The Associate's base rate of pay will also be
                adjusted if he/she moves in or out of an Overnight or Market Differential eligible position,


                Example 1
                An Associate currently is employed in a Facility with a FSR of $8.00. The Associate earns $8.60 an hour in PPG
                2, which has a position Start Rate of $8.20. The Associate transfers to another facility, in a job at the same
                PPG, which has a FSR of $8.50. The difference between these FSR is $.50, which is added to the Associate's
                current base rate of pay. The Associates new rate of pay is $9.10.

                Example 2
                FY 201 3 Sam's Club Field Non-Exempt Associate Pay Plan                                                     Page 20 of 33
                                                                                                                    Effective 02/11/2012
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       ..      FY 2013 SAM'S CUJB FlELD NON*EXEMPT ASSOCiATE.           PAY PLAN
..,.

               An Associate currently is employed in a Facility with a FSR of $8.00. The Associate earns $16.75 an hour in
               PPG 2, which has a position Start Rate of $8.20. The Associate transfers to another facility with an $8.50 FSR
               and into a job at the same PPG. The difference between these FSRs is $.50 however the Position Pay Range
               maximum in the new Facility is $16.53. The Associate's base pay rate would decrease by $0.22 overall to place
               the Associate at the maximum of the Position Pay Grade Range. The Associate's new rate of pay is $16.53.


               Transfer-Promotion
               For an associate transferring to another facility into a position in a higher PPG, the base rate of pay will be
        ....
               adjusted by the difference between 1) the FSRs (current and new) and 2) the difference between the current
               PPG and the new up to the maximum of the new PPG Range. The Associate's base rate of pay will also be
               adjusted if he/she moves in or out of an Overnight or Market Differential eligible position.

               Example 1
               An Associate currently earns          $8.90 an hour in PPG 3, which has a FSR of $8.00. The Associate transfers to a
               new facility with a Start Rate        of $8.50 and assumes a position in PPG 4. The PPG 4 maximum is $17.20. The
               difference between the FSR           is $.50, and the difference between PPG 3 and PPG 4 is $.20, so $.70 is added to
               the Associate's current base         rate of pay. The Associate's new rate of pay is $9.60.

               Example 2
               An associate currently earns $18.50 in a PPG 3, in a facility with a FSR of $8.00. The Associate transfers to a
               new facility with a FSR of $8.50 and assumes a position in a Position Pay Grade 4. The PPG 4 maximum is
               $19.11. The difference between the FSR is $.50 and the difference between the Position Pay Grade 3 and
               Position Pay Grade 4 is $.20. This would take the Associate's base rate of "pay to $19.20; however, since the
               maximum of the PPG 4 for the new Facility is $19.11, the Associate's base rate of pay would increase to $19.11
               to take the Associate to the PPG maximum in the new facility.




               FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                                     Page 21 of 33
                                                                                                                  Effective 02111/2012
                                                                                             "..



•         . FY 2013 SAM'S CLUB fIELD NON·EXU/PT          ASSOCiATE   PAY PLAN

          Transfer-Demotion
          For an associate transferring to another facility to a position in a lower PPG, the Associate's base rate of pay will
          be adjusted by the difference of the FSRs and the current PPG Start Rate and the new PPG Start Rate or to the
          maximum of the new PPG Range, whichever is less. A transferring associate's base rate of pay may NOT
          exceed the PPG Maximum for the Facility to which the associate is transferdng. The Associate's base rate of
          pay will also be adjusted if he/she moves in or out of an Overnight or Market Differential eligible position.

          Example

    ".,   An Associate currently earns $9.00 an hour in PPG 3, in a facility with a FSR of $8.50. The Associate transfers
          to a new facility with a Start Rate of $8.00 and assumes a position in PPG 2. The difference between the FSRs
          is $.50, and the difference between PPG 3 and PPG 2 is $.20, so the Associate's base rate of pay is reduced by
          $.70. The Associate's new rate of pay is $8.30.

          All transfer rates involving an Associate who currently works at the Home Office, a Distribution Center, or CMI
          must be coordinated through the Market Human Resource Manager.

          Any Transfer between Facilities cannot go below the minimum or exceed the maximum PPG rate of pay for the
          new PPG Range.




          FY 2013 Sam's ciub Field Non-Exempt Associate Pay Plan                                                   Page 22 of 33
                                                                                                           Effective 02111/2012




                                 ~   ~   ~
..                                                                                                -
          FY 2013 SAM S CLUB FJELD NON·EXEMPT                          PAY PLAN

          Transition \JVorksheet

          Associates transferring from outside of a Career Preference Field Non-exempt position to a Career Preference
          Field Non-exempt position will have their rate of pay calculated using the automated transition worksheet in
          Career Preference. The automated transition worksheet is used for, but not limited to, Field Exempt associates,
          Logistics associates, Home Office associates, and Puerto Rico associates transferring to a field non-exempt
          position. The automated transition worksheet is available through Career Preference. The transition worksheet
          will calculate the 'pay rate for the associate transferring. The transition worksheet includes the following:
     ".
          • PPG minimum for the position the person is moving to
          • Years of service credit for continuous service with the company ($0.50 per full year of service)
          • Potential new hire credits if a new hire would receive more credits than the associate received year of service
              credits (total years of service credits and new hire credits may not exceed the new hire credits a position is
              eligible to receive)
          • Management experience credits ($0.50 per full year of management experience, not to exceed $3.00) if
              moving to a team lead position.
          • The associate's new rate of pay cannot exceed the PPG maximum of the position they are moving into.

          Example 1
          An associate transferring from logistics with 8 years of service (3 years management experience) moving to a
          COS (PPG 6) position in a club with a $9.00 FSR would have their pay calculated using the transition worksheet
          and would transfer at $15.80.

                                                                                            PPG 6 Minimum       $10.30
                                                                   Years of Service Credit ($0.50 per year)     $4.00       ,


                             New Hire Credit (PPG 6 may receive up to 5; since the associate received 8
                                                                                                                 $0.00
                             years of service credit, he/she will not receive anything for new hire credits.)
                                        Team Lead Position ($0.50 per year of management experience)             $1.50
                                                                                                       Total    $15.80
                                      PPG Maximum (Associate's base pay may not exceed this amount)             $20.60
                                                                              Associate's Base Rate of Pay      $15.80

          FY 2013 Sam's Club Field Non-Exempt   Associate   Pay Plan                                                    Page 23 of 33
                                                                                                                Effective 02/11/2012
                                                                                                .,..   ,.
•        FY .2013 SAM'S CLiJB FIELD NON-EXEMPT              ASSOC1A   rE. PAY PLAN

         Example 2
         An associate transferring from the home office with 2 years of service, 4 years work experience prior to joining
         the company, moving to an overnight cake decorator (PPG 4) position in a club with an $8.50 FSR would have
         their pay calculated using the transition worksheet and would transfer at $10.40.

                                                                                           PPG 4 Minimum        $9.10
                                                                  Years of Service Credit ($0.50 per year)      $1.00
                             New Hire Credit (PPG 4 may receive up to 3; since the associate received 2
                                                                                                                $0.30
    ,
    ..                                years of service credits, he/she will only receive 1 new hire credit.)
                                       Team Lead Position ($0.50 per year of management experience)             $0.00
                                                                                                      Total    $10.40
                                     PPG Maximum (Associate's base pay may not exceed this amount)             $18.20
                                                                             Associate's Base Rate of Pay      $10.40

         Example 3

         An Assistant Manager with 7 years management experience and 18 years of service takes a position as a
         Hardlines Team Lead (PPG 7) position in a club with a $9.50 FSR would have their pay calculated using the
         transition worksheet-and would transfer at $22.40.

                                                                                         PPG 7 Minimum         $11.20
                                                                 Years of Service Credit ($0.50 per year)       $9.00
                           New Hire Credit (PPG 7 may receive up to 5; since the associate received 15
                                                                                                                $0.00
                                        years of service credit, he/she will receive no new hire credits.)
                               Team Lead Position ($0.50 per year of management experience; limit 6)            $3.00
                                                                                                    Total      $23.20
                                    PPG Maximum (Associate's base pay may not exceed this amount)              $22.40
                                                                           Associate's Base Rate of Pay        $22.40



         FY 2013 Sam's Ciub Field Non-Exempt   ASSOCiate   Pay Plan                                                    Page 24 of 33
                                                                                                               Effective 02/11 !20 12
                                                                                                  1<"


 .f

      •        FV 2013 SAM'S    cum    FjELD NON-EXEMPT ASSOCIATE PAY PL!\N
Iii

               Temporary Job, Assignment

               Base Pay Adjustment
               When a position is temporarily available it should be filled based on the expected time period of which the
               position is available.

                   • For the first six (6) weeks, the position should be filled on a temporary basis without changing the primary
                     job code of the associate filling this role. The Associate's pay will NOT reflect the change for the first six
          ..
           "
                     (6) weeks of a temporary job assignment.
                   • For six (6) weeks to 12 weeks the position should be filled through a competitive process in the Career
                     Preference system. This is accomplished through a Temporary Assignment Requisition. When the
                     temporary assignment has been completed, the exception process in the Career Preference system is
                     used to change the associate's job code by using the reason code "End temporary assignment/reassign to
                     previous job code." All Field Hourly Pay Plan rules will apply. Retro pay will NOT occur for the first six (6)
                     weeks of the assignment.
                   • If the position is ultimately open 12 weeks or longer, it should be filled through a competitive process in
                     Career Preference and will be considered a permanent movement. This is accomplished through a
                     standard requisition.

               The effective date' of the primary job code change should be the date at which the temporary job code
               assignment exceeds 12 consecutive weeks. The effective date for the primary job code should not date back to
               the beginning of the temporary job assignment.

               Returning to Original Assignment                                             .
               After completing the temporary assignment and being returned to the original pay grade and job code, the
               Associate will receive a pay rate equal to what they were previously earning. If the Associate's pay was over
               the maximum for the PPG, the system will automatically return their pay to the maximum of the PPG. In order
               to restore the Associate's original pay rate, contact Sam's Club Compensation for review and adjustment.




               FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                                  Pago 25 of 33
                                                                                                                EHeclive 02/11/2012
                                                                                                         .
                                                                                                       ,..
 ..
             FY 2013 SAM S CLU8 fiELD NON·EXEMPT ;1SS0ClATE:          FAY PLi1,!\4
l~

             Overnight
                   .,      Differential

             Definition
             An additional amount of money paid to an Associate whose job code is designated to work during an "overnight"
             shift. Overnight shifts are generally between the hours of 10:00 pm and 7:00 am.

             Overnight Differential Adjustment
             For Associates whose job codes are designated as an "overnight" shift, a differential will be added to the
      ....
             Associate's regular base hourly rate of pay. When an Associate no longer works in a job code with an
             "overnight" differential, the differential is automatically removed when the job code is changed in the SMART
             System. An Associate with a differential can exceed the maximum of the PPG Range by the amount of the
             differential due to the differential being in addition to the Associate's regular base rate of pay.

             Review of Overnight Differential
             It is the facility's responsibility to ensure that the facility Overnight Differential is competitive for the facility's local
             market. The Facility Manager should periodically review the facility's Overnight Differential rate to ensure that it
             is competitive within the local labor market. In the event the Facility Manager concludes that the Overnight
             Differential in their. local market is not competitive, the Manager must complete and submit an Overnight
             Differential survey found on the Wire by selecting Knowledge Center/People                          Support/Compensation/
             Worksheets/Compensation           Wage Survey.

             Sam's Club Compensation team will review the survey and determine whether an Overnight Differential
             is needed for the position to be competitive for the facility. The results witt be provided to the Regional
             HR Director to seek approvals if supported or to notify the club if not supported.

             Example
             The facility's "ovemiqht" differential for overnight job codes is $.50/hour. A Receiving Associate
             making $9.00/hour is moves laterally to an overnight job code. The Associate's job code is changed
             through Career Preference. His/her rate is adjusted to $9.50/hour. When the Associate goes back to a

             FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                                           Page 26 of 33
                                                                                                                      Effective 02/11/2012



                                          .~
           ""'--....-,....---~-- -
                              -
                                                                                                          -
..                     FY 2013 SAM'S CLUB FjELD 'jON 2XEf"iPT ASSOCiATE PAY PLAN

                       day job code, he or she must be changed through Career Preference, and the hourly rate will be reduced
                     . by the overnight shift differential of $.50Ihour.

                       Temporary Overnight Differential
                       The temporary overnight differential will allow a Manager to pay the facility's designated overnight differential to
                       Associates who work overnight on a temporary basis. An Associate is eligible to receive the temporary
                       overnight differential if he/she is in a primary job code that is not currently eligible to receive an overnight
                       differential and will be working in an overnight capacity for more than a two (2) week period. To apply the
     _.'               temporary overnight differential, the secondary job code of 18/994/999 (Sam's Club) must be added to the
                       appropriate Associate with the following criteria:
                           • The temporary job code would be added to the Associate AFTER a consecutive two week period of
                              performing a temporary assignment.
                           • If an Associate serves two weeks in an overnight job code, returns to the primary job, and then goes back
                              to working temporarily overnight; the time tracking for the two week period would start over and the
                              Associate would not be eligible until they work consecutively in an overnight role more than two weeks.
                           • The temporary overnight job code can only be used as a secondary job code.
                           • The secondary job code cannot be applied to any Associate who is already in a primary job code
                              designated as eligible for an overnight differential.
                           • The temporary overnight job code requires an end date and cannot be assigned as "open" in the SMART
                              System. The end date must be a pay period ending date.


                       The temporary overnight differential is applied by pay period and cannot exceed six pay periods in a rolling
                       12 month period. The temporary overnight differential would NOT be used for instances when an Associate
                       occasionally assists overnights.




                      FY 2013 Sam's Cub Field Non-Exempt Associate Pay Plan                                                     Page 27 of 33
                                                                                                                        Effective 02i11 !20 12
        T'"""""""   ---~-                                                                                    ~


                                                                                               ,...   '

..
                     FY 2013 SAM'S CLUB FIELD NQN~EX:EMPf ,Ll'sSOC1ATE       PLt~.j;~

                     Example
                    Examples of when the secondary temporary overnight job code would be used for periods of time greater than
                    two we'eks:
                    • An overnight Associate is on an LOA for an unknown period of time and the Club needs coverage. AFTER
                       two consecutive weeks of serving in an overnight capacity, an Associate would receive the temporary
                       overnight differential.
                    • Club wants to add additional headcount to work overnights for a six week period during the Christmas
                       season. AFTER two consecutive weeks of serving in an overnight capacity, an Associate would receive the
 ....                  temporary overnight differential.




                    FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                          Page 28 of 33
                                                                                                            Efrectlve 02/11/2012



                                               ..   "
                                                                                               Ir'




•
          FY 2013 SAM'S CLU8 FIELD NON~EXEr\{lPTASSOClATE P~.Y PLAN

          The following job codes are approved to receive an Overnight Differential:



                                    8          79            318       Cafe - Pizza Prep             Sam's   Club
                                   18         902            190    OIN Bush Associate(AK)           Sam's   Club
                                   18         976            190        Overnight Audit              Sam's   Club
                                   18         992            190     Overnight Fax tN' Pull          Sam's   Club
                                   18         994            102          Night Lead                 Sam's   Club
    ,--                       II
                                   18         994            314        UnloaderlForklift            Sam's   Club
                                   18         994            463     Night Receiving Dock            Sam's   Club
                                   18         994            464      Night Merchandiser             Sam's   Club
                                   24          76            190     Overnight Meat Assoc            Sam's   Club
                                   25         56             440   Overnight Produce Stocker         Sam's   Club
                                   27          77            190      OIN Cake Decorator             Sam's   Club
                                   27          77            984        Overnight Baker              Sam's   Club

          The chart may not be inclusive of all jobs eligible for an Overnight Differential.




          FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                                        Page 29 of 33
                                                                                                                Effective 02/11/2012
                                                                                                ,.,.,

  •          FY 2013 SAMS CLUB F1ELD NON",EXEMPI                      PAY PLAN
"'.
             Market Differential

             Definition
             An additional amount of money paid on a per hour basis to an Associate assigned to a designated job code that
             is eligible to receive a market differential within a select market(s). Market differentials are designed to ensure
             that total pay rates remain competitive for designated positions within the local labor market.

             Market Differential Adjustment
      ....   For Associates whose job codes are designated to receive a market differential, a differential will be added to
             the Associate's base rate of pay and is above the base rate of pay; therefore, it can result in an associate's total
             pay rate to exceed the maximum for the Position Pay Grade.            When an Associate no longer works in a
             designated position with a market differential, the differential is automatically removed when the job code is
             changed in the SMART System.

             Review of Market Differential
             If a Club Manager feels a specific position requires a market differential to be competitive in the local
             merket, it is the Manager's responsibility to complete and submit a Market Differential Survey found on
             the WIRE by selecting Knowledge Center/People         SupportlCompensation/Worksheets/Compensation
             Wage Survey.

             Sam's Club Compensation will review the survey and determine whether a Market Differential is needed
             for the position to be competitive for the facility.    The results will be provided to the Regional HR
             Director to seek approvals if supported or to notify the club if not supported.

             Example
             The facility has been approved to have a market differential of $1.00 for a specified eligible position.         An
             Associate in this position currently making $9.00/hour is adjusted to $10.00Ihour.       If the Associate leaves the
             eligible job code, the Associate's hourly rate of pay will be reduced by the market differential of $1.00.




             FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                                   Page 30 of 33
                                                                                                              Effective 02/11/2012




                         T
                                                                                              .....
..       FY .2013 SAM'S   CLUB FIELD NON-EXE~!I'iPT ASSOC;,.:;'TE PAY PLAN


         Performance Evaluation Increases
         Definition
         A formal discussion between an Associate, a salaried member of management and the associate's
         immediate supervisor (when applicable) regarding the Associate's performance.

         Performance Evaluation Increase
         Performance Evaluations will be conducted using the Performance and Talent Management Tool
         (PTMT). There are two types of Performance Evaluations:
 ....           •   90 day evaluation - conducted on or before the associate's    so"   day of employment (not eligible for pay
                    adjustment).
                •   Annual evaluation - conducted annually, the evaluation should be covered with the associate 30 days
                    prior to the associate's anniversary date (eligible for pay adjustment).

         Performance Evaluation Increase Adjustment
         For Annual Evaluations, the rating on the evaluation represents a level of performance and is used to determine
         the hourly base rate of pay increase. Performance Evaluation Increases are fixed amounts and are annually
         reviewed by the Divisional Compensation team. The following Ratings correspond to the Pay Adjustment
         amounts:



                                                                                     .00
                                                     Devel                        $0.00
                                                        Solid Performer           $0.40
                                                     Exceeds Exoectations         $0.50
                                                           Role Model              0.60




         FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                                     Page 31 of 3~:}
                                                                                                            Effective 02/1112012


     .
                                                                                               ""
  ..
              FY .2D13S \M S CLUB FJELD NON·EXEMPT ASSOClATE F'AY PLAN
'"'
              Annual Performance Evaluation - Below Performance Ratings

              Associates rated "Below Expectations" or "Development Needed" on his/her annual evaluation must be re-
              evaluated by the immediate supervisor and salaried manager six (6) months after his/her anniversary date.

              When you call the HR Shared Services Call Center at 800-530-9929         to create the re-evaluation    form for an
              associate, tell them you need a re-evaluation form.

       ....   If the Associate's performance is "Solid Performer," "Exceeds Expectations," or "Role Model" at the time of the
              re-evaluation, he/she will then receive a Performance Evaluation Increase to their base hourly rate of pay (see
              previous section).   The Performance Evaluation Increase will be effective six months after the Associate's
              anniversary and a retro will NOT be processed back to the associate's anniversary date.

              If the Associate's performance is "Below Expectations" or "Development    Needed" at the re-evaluation,        refer to
              the Coaching for Improvement Policy found on the WIRE.

              Performance and Talent Management Tool (PTMT) Assistance

              If you need assistance with a form or need a form created for an Associate, contact the HR Shared Services
              Call Center at 800-530-9929.




              FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                                 Page 32 of 33
                                                                                                             Effective 02!11/2012
                                                                                        ~.
..
         FY 2013 .::)AMS CUJB FIELD NON·EXEMPT ASSOCIATE PAY PLA.N

         Sam's Club ~interns/First           in Line Programs

         Intern Program
         The Intern program is a 10-week Full Time position available for External Hires only. Interns (PPG 7) follow
         Field Hourly Pay Administration, are eligible for New Hire Credits and are scheduled to work 40 hours per week.

         Pharmacy Pre-Graduate Intern Program
         The Pharmacy Pre-Graduate Intern program is a year around program, in which students attending accredited
     ,   schools of pharmacy are chosen to Intern at Sam's Club. Interns are selected through a competitive application
         process within the pharmacy division.

         Pharmacy Pre-Graduate Interns are initially hired into a 12-week full-time summer internship and then at the
         discretion of the Pharmacy District Manager remains active as an intern throughout the year on a part-time
         basis.

         Pre-graduate Interns will receive rate adjustments and appraisals as they complete each year of pharmacy
         school. These adjustments are generally given in May and are based on the associate's graduation year and
         work state. Pre-graduate Intern compensation is consistent with industry specific competitors on a regional
         basis.

         First In Line
         The First In Line (FIL) program is available to Associates in their Junior and Senior year in college and have
         been with the Company either a minimum of 90 days or have completed the 10-week Intern Program and are
         not expected to graduate from college for at least six months. A minimum. of 16 hours are worked per week.
         This position is eligible for an increase on the associate's anniversary date.




         FY 2013 Sam's Club Field Non-Exempt Associate Pay Plan                                              Page 33 of 33
                                                                                                     Effective 02/11/2012

								
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