exv10w5



 





Exhibit
10.5




Sirenza Microdevices, Inc.




General Incentive Plan Terms and Conditions




As amended on October 22, 2007




1. Application



Set forth below are the general terms and conditions (“Terms”) upon which eligible employees of
Sirenza Microdevices, Inc. (the “Company”), its subsidiaries and affiliates will be allowed to
participate in such corporate incentive plans as the Company may adopt from time to time, to the
extent that such plans explicitly incorporate these Terms by reference. Each such corporate
incentive plan incorporating said Terms is hereafter referred to as an “Incentive Plan”. With
respect to any particular participant in any Incentive Plan, to the extent that the terms hereof
conflict with the terms of any duly authorized and written employment, severance or change of
control agreement between the Company or its subsidiary and such participant, the terms of the
individual agreement shall control.




2. Eligibility



All employees of the Company, its subsidiaries and affiliates who the Committee specifically
designates in an Incentive Plan shall be eligible to be selected to participate in such Incentive
Plan. The Committee may select the eligible employees who shall participate in an
Incentive Plan in any year at any time before or during such year. Selection to participate in an
Incentive Plan in any year does not require the Committee to, or imply that the Committee will,
select the same person to participate in the Incentive Plan in any subsequent year, and does not
guarantee that any award under the Incentive Plan will be received by such employee in any given
year.




3. Administration



Each Incentive Plan shall be administered by the Compensation Committee of the Board of
Directors (the “Board”), or by another committee appointed by the Board consisting of not less
than two (2) Directors who are not employees of the Company (the “Committee”). To the extent
permitted by law, the Committee may delegate its administrative authority with respect to any
Incentive Plan and, in the event of any such delegation of authority, the term “Committee” as used
herein and in any Incentive Plan shall be deemed to refer to the Committee’s delegate as well
as to the Committee. The Committee shall, subject to the provisions herein and in any Incentive
Plan, select employees to participate therein; establish and administer the performance goals and
the award opportunities applicable to each participant and determine whether the goals have been
attained; construe and interpret the Incentive Plan and any agreement or instrument entered into
under the Incentive Plan; establish, amend, or waive rules and regulations


 









 






for the Incentive Plan’s administration; and make all other determinations which may be necessary
or advisable for the administration of the Incentive Plan. Any determination by the Committee
pursuant to the Incentive Plan shall be final, binding and conclusive on all employees and
participants and anyone claiming under or through any of them.




4. Establishment of Performance Goals and Award Opportunities



At any time before or during each year, the Committee shall establish the method for
computing the amount of compensation which may be payable under the Incentive Plan to each
participant in the Incentive Plan for such year if the performance goals established by the
Committee for such year are attained in whole or in part and if the participant’s employment by
the Company, its subsidiaries and affiliates continues for the required period. The Committee shall
also establish the performance goals for such year, which may be based on any of the following
performance criteria, either alone or in any combination, and on either a consolidated or
business unit level as the Committee may determine, or such other criteria as the Committee may
select: sales, net asset turnover, earnings per share, cash flow, cash flow from operations,
operating profit, net operating profit, net income, income from operations, operating
margin, net income margin, return on net assets, return on total assets, return on common
equity, return on total capital, and shareholder value added, total shareholder return, common
stock price appreciation, total shareholder return relative to a defined marketplace,
receivables growth, debt to equity ratios, earnings to fixed charges ratios, introduction of new
products and/or services, or developing and/or implementing action plans or strategies.



The foregoing criteria shall have any reasonable definitions that the Committee may specify at
the time such criteria are adopted, which may include or exclude any or all of the following
items as the Committee may specify or such other items as the Committee may specify:
extraordinary, unusual or non-recurring items; effects of accounting changes; effects of
currency fluctuations; effects of financing activities (e.g., effect on earnings per share of
issuance of convertible debt securities); expenses for restructuring or productivity
initiatives; other non-operating items; spending for or other effects of acquisitions; effects
of divestitures; and effects of litigation activities and settlements. Any such performance
criterion or combination of such criteria may apply to the participant’s award opportunity in its
entirety or to any designated portion or portions of the award opportunity, as the Committee may
specify.




5. Awards



Participating employees’ individual awards may vary as a percentage of their Participating
Salaries, based on both the funding approved by the Committee and on the participant’s
business unit, department, position, performance and contribution, or on other factors, as
determined in the sole discretion of the Company. Participating Salary is defined as the product
of the participant’s total base salary paid during a given Incentive Plan period, multiplied by the
participant’s incentive pay percentage, at maximum funding. Absent Committee approval to the
contrary, aggregate awards under


 









 






an Incentive Plan for any period may not exceed 100% of the Participating Salaries of participants
in such Incentive Plan for such period, as determined by the Committee.




6. Employment Requirement



A participant’s award under any Incentive Plan for any period shall be contingent on (i)
continued employment by the Company, its subsidiaries and affiliates during all or part of such
period, and (ii) continued employment by the Company through the relevant award payment date.
Notwithstanding the preceding sentence:





	 	(a)	 	participants beginning employment at the Company three (3) months or less prior to an
award payment date will generally not be eligible to receive an award;
	 
	 	(b)	 	in the event of a change of control of the Company (as determined by the Committee)
followed by a participant’s involuntary termination during such Incentive Plan period, an
incentive award shall be paid to the participant under the Incentive Plan at the higher of
(a) one half (1/2) of the maximum award available for such participant for such period (as
determined by the Committee), or (b) the award that would have been earned by the
participant based on projected Company performance for the full period, determined by the
Committee at the time the change of control occurs. Such incentive award shall be paid to
the participant as soon as reasonably practicable following the participant’s involuntary
termination, but in no event later than the 15th day of the third month
following the end of the calendar year in which the participant’s involuntary termination
occurred; and
	 
	 	(c)	 	in the event that the employment of a participant otherwise eligible for an incentive
award is involuntarily terminated by the Company after the end of a plan period, but
before the related award payment date for that plan period, other than a termination based
on such participant’s commission of a crime or an act of fraud or dishonesty, material
violation of Company policy or gross insubordination or misconduct, the participant shall
remain entitled to receive the full amount of the award he or she otherwise would have
actually earned under the Incentive Plan in such plan period had he or she remained a
Company employee through the award payment date, payable on the award payment date;
provided, however, that in no event shall such award be paid to the participant later than
the 15th day of the third month following the end of the calendar year in which
the participant was involuntarily terminated.




A participant whose employment terminates prior to the end of a period or an award payment date for
any reason not excepted above shall not be entitled to any award under any Incentive Plan for that
period.



Notwithstanding (b) and (c) above, in the event that a participant is subject to an employment
agreement, change of control agreement or other severance arrangement that provides that any
severance benefits payable pursuant to such agreement and/or any other


 









 






severance payments or separation benefits, in each case which may be considered deferred
compensation under Section 409A of the Internal Revenue Code of 1986, as amended, and the final
regulations and any other guidance promulgated thereunder, as they each may be amended from time to
time (“Section 409A”), will be subject to a six (6) month delay in the event that the individual is
a “specified employee” within the meaning of Section 409A at the time of the individual’s
termination of employment, then any incentive award payments that are payable hereunder upon such
individual’s involuntary termination shall also be subject to such six (6) month delay, and will
accrue during such six (6) month period and become payable in a lump sum payment on the date six
(6) months and one (1) day following the date of the individual’s termination of employment, in
accordance with the employment agreement, change of control agreement or other severance
arrangement.




7. Payment of Awards



Except as provided otherwise in an Incentive Plan or by the Committee, payment of each award under
this Incentive Plan for any period shall be contingent upon a determination by the Committee
that the performance goals and employment conditions applicable to such award have been
satisfied. Unless and until the Committee so determines, such award shall not be paid. Unless the
Committee provides otherwise, (a) earned awards shall be paid promptly following such
determination, and (b) such payment shall be made in cash, Company stock or other form of
consideration selected by the Committee in its sole discretion (subject to any payroll tax
withholding the Company may determine applies in its sole discretion). Notwithstanding the
foregoing, and except as provided in the last paragraph of Section 6, in no event shall earned
awards be paid later than the 15th day of the third month following the end of the
calendar year in which the award was earned.




8. Amendment or Termination



The Committee may amend, modify or terminate the terms contained herein or in any Incentive Plan at
any time in its sole discretion. Absent Committee approval to the contrary, no such amendment or
termination shall have the effect of accelerating any award under any Incentive Plan or causing an
award to become payable.




9. Interpretation and Construction



No provision hereof or of an Incentive Plan, nor the selection of any eligible employee to
participate in an Incentive Plan, shall constitute an employment agreement or affect the duration
of any participant’s employment, which shall remain “employment at will” unless an employment
agreement between the Company and the participant specifically provides otherwise. Both
the participant and the Company shall remain free to terminate employment at any time to the same
extent as if no Incentive Plan had been adopted.




 









 





10. Governing Law



The terms of each Incentive Plan (as augmented by the term contained herein) shall be governed by
the laws of the State of Delaware, without reference to the conflicts of laws principles of that
state.