**Exhibit10.1**

 

**The SCOGroup**

**EMPLOYEEINCENTIVE BONUS PROGRAM**

 

**2005Fiscal Year**

 

**1.0****                               PURPOSE**

 

The Employee Incentive Bonus Program (Bonus Plan) is designed to rewardemployees for their contributions to the successful achievement of certaincorporate goals and objectives and to share the success (and risks) of thebusiness with employees based upon successful achievement of quarterly businessgoals.

 

**2.0****                               ADMINISTRATION**

 

The Bonus Plan is approved annually by the Compensation Committee ofthe Company’s Board of Directors and will be administered under the auspices ofthe Company’s Management Incentive Committee (MIC), to consist of the CEO, theCFO and the SVP of Operations.  The MICwill be responsible for setting the performance objectives and administering theBonus Plan, provided the Compensation Committee shall set the performanceobjectives of the CEO and the CEO shall approve the performance objectives ofthe members of the MIC other than the CEO. The MIC will delegate specific administrative tasks to the Director ofHuman Resources as Plan Administrator, who will have day-to-day responsibilityfor the administration of the Plan.

 

**3.0****                               ELIGIBILITY**

 

The Bonus plan will cover all regular employees, except that employeeswho are covered by sales commission or any other incentive-eligible programwill not be eligible to participate in the Bonus Plan.

 

Temporary employees, interns, independent contractors, and authorizedagents are not eligible to participate in the Bonus Plan.

 

**4.0****                               BONUSPOOL**

 

The Bonus Pool will be comprised of threecomponents:  1) 40% related to revenue;2) 40% related to operating performance; and 3) 20% related to personalobjectives.

 

There will be no Bonus Pool establishedunless the revenue and operating performance targets are attained at 100%.  Additionally, if the Bonus Pool andsubsequent payment of bonuses causes the UNIX business to have negative cashflow for a particular quarter, the Bonus Pool will be pro-rated to ensure thatthe UNIX business does not generate negative cash flow.

 

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The revenue and operating performance targets for each quarter offiscal year 2005 shall be established by the Compensation Committee.  The personal objectives shall be establishedas set forth in Section 2.0 above.

 

The amount payable to any employee of theCompany will depend on a percentage of such employee’s annual base salary.  The applicable percentages of annual basesalary for all employees shall be established by the CompensationCommittee.  To the extent that revenueand operating performance targets are attained at greater than 100% and up to150%, accelerators may apply to increase the bonus pool from 101% of theapplicable percentages of annual base salary to 200% of such percentagesdepending upon the extent by which the Company exceeds revenue and operatingperformance targets.

 

**5.0****                               GENERALPROVISIONS**

 

The Bonus Plan is designed to meet these key objectives:

 

**•**                  Reward achievement of specificCompany Revenue and Operating Loss objectives

**•**                  Align employee, Company, andshareholder interests

**•**                  Improve Morale

 

**5.1****                               OtherBonus Plans: **The Bonus Plansupersedes all prior bonus plans and shall not be modified unless authorized inwriting by the CEO and the Chair of the Compensation Committee.

 

**5.2****                               PlanObjectives:**  Specific quarterlyfinancial or performance objectives will be established for each fiscalquarter, and may include revenue, net income, gross margin, operating expenses,and other criteria.

 

**5.3****                               Paymentof Bonus:**  Bonus payouts will be paidno later than 45 days following the end of each fiscal quarter for those on abi-weekly payroll.  Bonus payouts will bepaid no later than the end of the second month following the end of the fiscalquarter for those on a monthly payroll.

 

**5.4****                               Benefits: **Bonus Plan awards are consideredcompensation for purposes of benefit determination and eligibility under theCompany’s 401(k) plan.  Bonus Plan awardsare not compensation for purposes of benefit determination or eligibility underthe Company’s life, accidental death and dismemberment, short or long-termdisability insurance, or any other similar benefit plan in accordance with allplan rules and limitations.  Subject tolocal employment law, Bonus Plan awards are not considered compensation forpurposes of severance calculation.

 

**5.5****                               Deductions:**  All Bonus Plan awards are subject tostatutory deductions and are taxable at the time of payment.  There shall be no Bonus Plan Awards under thePlan deferred to any future years.

 

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**5.6****                               ExchangeRates:**  The exchange rates for BonusPlan awards will be those rates issued by the Company’s Finance Department atthe end of each accounting period.

 

**5.7****                               Transfer/StatusChange: **Participants must have beenhired and eligible to participate at the beginning of the fiscal quarter.  Employees transferring from anotherincentive/commission plan during the fiscal quarter shall be compensated basedon the plan they were eligible for at the beginning of the quarter at apro-rated basis.  Employees whosepromotion bumps them to a higher percentage during the quarter will bere-levelled at the beginning of the following quarter.

 

**5.8****                               Leaveof Absence: **Bonus Plan Awards arepro-rated for employees who are on leave of absence more than three consecutiveweeks during any single quarter. Employees must be actively at work at the beginning of the quarter to beeligible for that period.  Employees whohave been on an approved family or medical leave of absence under FMLA criteriawill be eligible for a pro-rated award, assuming all other criteria have beenmet.

 

**5.9****                               Terminationof Employment: **In the event anemployee’s active employment terminates during the fiscal quarter by reason ofretirement, total and permanent disability, or death, the participant willreceive a pro-rated bonus, assuming all other criteria have been met.

 

Participants who are involuntarily terminated through no fault of theirown will be considered for a pro-rated payment based on MIC approval.

 

In the event an employee’s active employment terminates for any otherreason, including resignation and discharge for cause during the quarter, allrights to an award will be forfeited.

 

**5.10****                        Amendmentand Termination of the Plan: **The MICand/or the Chair of the Compensation Committee may terminate, suspend, or amendthe Bonus Plan, in whole or in part, from time to time.

 

**5.11****                        Paymentfrom General Assets:**  The payment ofa Bonus Plan award shall be from the general assets of the Company.  Employees shall have no greater rights topayment than other general creditors of the Company.

 

**5.12****                        Participation: **Participation in the Bonus Plan does notguarantee employment, nor does participation at any time guarantee ongoingparticipation.

 

**5.13****                        Interpretation:**  The Plan Administrator shall have full powerand authority to interpret and administer the Bonus Plan.  Disputes arising under the Bonus Planregarding the administration, interpretation or calculation of awards or anyother matter may be submitted in writing to the MIC, who shall render a finaland binding decision.

 

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**6.0****                               CONFIDENTIALITY**

 

Participation in the Bonus Plan and all related discussion anddocumentation is considered fully confidential between the Company and theemployee.  All employees are expected tohonor this confidentiality and not disclose or discuss Bonus Plan matters withany persons other than his/her manager or Human Resources.  Failure to maintain confidentiality regardingthe Bonus Plan may jeopardize participation and/or award eligibility.

 

**7.0****                               ETHICS**

 

Any participant who manipulates or attempts to manipulate the BonusPlan for personal gain at the expense of customers, other employees, or Companyobjectives will be subject to appropriate disciplinary action, up to andincluding termination of employment.

 

**8.0****                               PLANIS NOT A CONTRACT**

 

The adoption and maintenance of the Bonus Plan shall not be deemed tobe a contract of employment between the Company and an employee.  Nothing herein contained shall be deemed togive any employee the right to be retained in the employ of the Company or tointerfere with the right of the Company to discharge any employee at any time,nor shall it interfere with the employee’s right to terminate employment at anytime.

 

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