exv10w26



 





Exhibit 10.26




MICRUS ENDOVASCULAR CORPORATION 

AMENDED AND RESTATED EMPLOYEE CASH BONUS PLAN




     This Micrus Endovascular Corporation Amended and Restated Employee Cash Bonus Plan (the “Bonus
Plan”) was approved by the Micrus Endovascular Corporation (the “Company”) Board of Directors (the
“Board of Directors”) on June 28, 2007. The Bonus Plan was originally established by the Company
as of July 13, 2005.



     1. Purpose. The purpose of this Bonus Plan is to motivate employees and provide a
financial incentive for selected Company employees by providing for a cash bonus for the successful
achievement of specified Company strategic objectives and corporate/department/individual goals.
These goals will be established for each Company fiscal year or for such other period of time as
specified by the Board of Directors (either, the “Performance Period”).



     2. Participants. Eligible participants in this Bonus Plan are (i) full-time employees
of the Company (or Company subsidiary) who do not participate in any Company (or subsidiary) sales
commission plan and (ii) who are affirmatively selected by the Board of Directors or by a committee
of the Board of Directors (either, the “Committee” for purposes of this Bonus Plan) to participate
in the Bonus Plan (a “Participant”). A Participant may not transfer, sell, assign, alienate,
pledge, or hypothecate any of his/her rights or benefits under this Bonus Plan.



     3. Participant Bonuses. Bonuses are based on the Participant’s job level, base
salary, bonus opportunity and degree of achievement of the specified goals. Each Participant will
receive an Appendix A to this Bonus Plan that specifies the weighting of their goals and maximum
bonus percentage for their particular job level. An individual Participant’s maximum bonus payment
is based on any whole percentage (not exceeding 105%) of annual base salary as set forth in
Appendix A. Appendix A for any and/or all job levels may be amended only by the Board of Directors
in its discretion and at any time and for any reason. The Committee (and/or any persons the
Committee delegates this authority to) shall, in its sole discretion, (i) establish the applicable
performance goals for Participants and (ii) determine the degree of accomplishment of the
Participant’s goals.



     4. Bonus Payment. Any bonuses payable under this Bonus Plan will be paid out of
available Company general funds. Bonuses, if any, will be paid out in the discretion of the Board
of Directors in cash generally within 60 days after the end of the applicable Performance Period.
Persons who do not satisfy the eligibility requirements in Section 2 will not be entitled to
payment of any bonus under this Bonus Plan. All bonus payments will be reduced by any required tax
withholding and/or other deductions.



     5. Changes in Employment Status. In order to address certain changes in employment
status, the following rules in this Section 5 will apply for purposes of this Bonus Plan, provided,
however, that the Board of Directors has the discretionary authority to deviate from these rules
for individual Participants:



          (a) New Hires. Eligible employees, as specified in Section 2, hired during the
Performance Period and who are affirmatively selected for participation in the Bonus Plan, will be




 









 




eligible for a pro-rated bonus based on the number of days of full-time employment during the
applicable Performance Period in an eligible job level(s). Notwithstanding the preceding sentence,
any new employee who is hired after seventy-five percent of the applicable Performance Period has
elapsed shall not be eligible to participate in such Performance Period.




          (b) Terminations. Except for circumstances of being on Company-authorized leave of
absence, or due to death or permanent disability, a Participant will not be eligible for any bonus
payment (even if performance goals were partly or entirely satisfied) unless the Participant is a
full-time employee of the Company (or Company subsidiary) as of the bonus payment date (subject to
any rights a Participant may have pursuant to another written agreement with the Company). In the
event of a Participant’s termination of employment due to death or permanent disability, such
Participant will be eligible for a bonus that is pro-rated based on the number of days of full-time
employment during the applicable Performance Period in the eligible job level(s). For purposes of
this Bonus Plan, “permanent disability” shall have the meaning (i) utilized in any Company
long-term disability plan or (ii) as defined in Internal Revenue Code Section 22(e) if no such
disability plan exists.




          (c) Transfers. Participants who transfer (by promotion or any other means) to and/or
from another job level will be eligible for a bonus that is pro-rated based on the number of days
of full-time employment during the applicable Performance Period in the respective eligible job
level(s).




          (d) Part-Time. Participants who convert to less than full-time employee status will
not be eligible for any bonus payment (even if performance goals were partly or entirely
satisfied).




          (e) Leave of Absences. Participants on leave validly authorized by the Company and
where such leave covered no more than seventy-five percent of the Performance Period will be
eligible for a bonus that is pro-rated based on the number of days of full-time employment during
the applicable Performance Period in the eligible job level(s).




     6. Administration, Amendment and Termination. The Bonus Plan is administered by the
Board of Directors in its sole discretion. The Board of Directors has the complete authority and
responsibility to interpret the provisions of the Bonus Plan and to make any rules and regulations
necessary to administer the Bonus Plan including making individual determinations with respect to
any Participant (which includes without limitation modifying the timing of a bonus payment and/or
increasing or decreasing the amount of a Participant’s bonus payment subject to the maximum limits
set forth in Appendix A). The Board of Directors may delegate its authority to administer the
Bonus Plan to a committee of the Board of Directors. Decisions by the Board of Directors or the
Committee are final and binding on all persons in all matters pertaining to the Bonus Plan.
Further guidelines, procedures and mechanics of the administration and payout of any bonuses may be
promulgated by actions of the Committee at any time and for any reason. The Bonus Plan may be
amended or terminated at any time by the Board of Directors for any reason or no reason (the
“Termination Date”). No payments shall be made under this Bonus Plan after the Termination Date.
Unless affirmatively terminated by the Board of Directors, the Bonus Plan shall continue to remain
in effect even if Performance Periods or performance goals are not established on a recurring
basis. Moreover, there is no requirement that Performance Periods or performance goals be
established whether on a one-time basis or recurring basis.



2









 





     7. Indemnification. Each member of the Board of Directors and the Committee (or of
any committee or persons validly delegated authority to administer the Bonus Plan and/or render
services in respect of the Bonus Plan) shall be indemnified and held harmless by the Company
against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding
to which he or she may be a party or in which he or she may be involved by reason of any action
taken or failure to act under the Bonus Plan and (ii) from any and all amounts paid by him or her
in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any
judgment in any such claim, action, suit, or proceeding against him or her, provided he or she
shall give the Company an opportunity, at its own expense, to handle and defend the same before he
or she undertakes to handle and defend it on his or her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to which such persons
may be entitled under the Company’s Restated Certificate of Incorporation or Bylaws, by contract,
as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or
hold them harmless.



     8. Integration. This Bonus Plan represents the entire plan as to the matters
described herein. This Bonus Plan shall supersede all prior or contemporaneous plans or
arrangements or understandings between the Company and any Participants, whether written or oral,
express or implied, with respect to any subject covered by this Bonus Plan.



     9. No Other Rights. Participation in the Bonus Plan does not guarantee that any bonus
payments will ever be made under this Bonus Plan. Participation in the Bonus Plan does not
constitute a contract of or guarantee of employment, nor guarantee participation in any other
Company incentive plan or arrangement nor provide any rights as a Company stockholder. The Bonus
Plan is an unfunded plan and any payments are at the sole discretion of the Company and there is no
promise or guarantee that any payments will ever be made even if performance conditions have been
partially or wholly satisfied.



3









 





     10. Governing Law. The Bonus Plan shall be governed by, and construed in accordance
with, the laws of the State of California (except its choice-of-law provisions).



     11. Enforceability. Whenever possible, each provision or portion of any provision of
this Bonus Plan shall be interpreted in such manner as to be effective and valid under applicable
law but the invalidity or unenforceability of any provision or portion of any provision of this
Bonus Plan in any jurisdiction shall not affect the validity or enforceability of the remainder of
this Bonus Plan in that jurisdiction or the validity or enforceability of this Bonus Plan,
including that provision or portion of any provision, in any other jurisdiction. In addition,
should a court or arbitrator determine that any provision or portion of any provision of this Bonus
Plan, is not reasonable or valid, such provision should be interpreted and enforced to the maximum
extent which such court or arbitrator deems reasonable or valid.



     IN WITNESS WHEREOF, the Company has executed this Bonus Plan as of the date first written
above.



	 	 	 	 	 
	 	MICRUS ENDOVASCULAR CORPORATION

 	 
	 
	 	By:  	/s/
John T. Kilcoyne 	 
	 	 	John T. Kilcoyne 	 
	 	Title: 	President
and Chief Executive Officer 	 
	 	 	 	 
	 




4









 





APPENDIX A

OFFICERS AND VICE PRESIDENTS

(Effective as of June 28, 2007)



Bonuses, if any, are paid under the Bonus Plan based on the successful achievement of specified
Company corporate goals, departmental goals and personal development goals. These goals are
weighted in terms of their relative importance for determining the amount of the Participant’s
bonus. The actual amount of any bonus is a percentage of the Participant’s annual rate of base
salary determined as of the end of the applicable Performance Period. Unless and until amended by
the Company’s Board of Directors in its sole discretion, the following table sets forth the
applicable percentages for determining bonuses under the Bonus Plan for a Performance Period:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Relative	 	Weight of Goals	 	 	 	 	 
	 	 	 	 	 	 	Personal	 	 	 
	 	 	Corporate	 	Departmental	 	Develop.	 	 	Target Bonus
	 	 	Goals1	 	Goals2	 	Goals2	 	 	Percentage
	 	 	 	 	 	 
	Chief Executive Officer
	 	 	75	%	 	 	20	%	 	 	5	%	 	 	 	60	%
	 	 	 	 	 	 
	Executive Vice President
	 	 	75	%	 	 	20	%	 	 	5	%	 	 	 	50	%
	 	 	 	 	 	 
	Vice Presidents
	 	 	75	%	 	 	20	%	 	 	5	%	 	 	 	35	%








 




			
	(1)	 	The Corporate Goals are comprised of the following relative weighted Goals: revenue 60%,
gross margin percentage 30% and profitability 10%.
	 
	(2)	 	The Departmental Goals and the Personal Development Goals will be capped at 100% of the
percentage above regardless of actual achievement of the Goals.




Bonus Calculation

Each Participant’s actual bonus will be equal to A * B, where:




A = Base Salary, multiplied by



B =

75% * the “Corporate Goal Percentage” (as defined below) * the respective percentage for each of
the Corporate Goals (see (1) above), provided that the Corporate Goal Percentage for a Corporate
Goal will be 0% if such Corporate Goal is less than 90% achieved, plus



20% * the percentage of achievement of the Departmental Goals * Target Bonus Percentage,
plus



5% * the percentage of achievement of the Personal Development Goals * Target Bonus Percentage.




	 	 	 
	Chief Executive Officer:
	Level of Achievement	 	 
	of Corporate Goal	 	Corporate Goal Percentage
	90% — 100%

	 	Actual Level of Achievement (90% — 100%)
	 

	 	* Target Bonus Percentage
	101% — 120%

	 	Target Bonus Percentage + 3% for each percent of achievement
above 100%






 









 





	 	 	 
	Executive Vice President:
	Level of Achievement	 	 
	of Corporate Goal	 	Corporate Goal Percentage
	90% — 100%

	 	Actual Level of Achievement (90% — 100%)
	 

	 	* Target Bonus Percentage
	101% — 120%

	 	Target Bonus Percentage + 2.5% for each percent of achievement above 100%






	 	 	 
	Vice Presidents:	 	 
	Level of Achievement
	of Corporate Goal	 	Corporate Goal Percentage
	90% — 100%

	 	Actual Level of Achievement (90% — 100%)
	 

	 	* Target Bonus Percentage
	101% — 120%

	 	Target Bonus Percentage + 1.75% for each percent of achievement above 100%





Illustrative and hypothetical example 1 (90% of all Corporate Goals achieved):





	 	•	 	Participant’s Job Level: Vice-President for entire Performance Period
	 
	 	•	 	Annual Base Salary at end of Performance Period: $160,000
	 
	 	•	 	Target Bonus Percentage: 35%
	 
	 	•	 	Degree of Achievement of Goals as determined by the Committee:






	 	•	 	Corporate: 90% (all Corporate Goals)
	 
	 	•	 	Departmental: 75%
	 
	 	•	 	Personal: 100%






	 	•	 	Bonus Computation:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	•

	 	Corporate:
	 	75% * 90% * 35% * $160,000
	 	=
	 	$	37,800	 	 	 
	•

	 	Departmental:
	 	20% * 75% * 35% * $160,000
	 	=
	 	$	8,400	 	 	 
	•

	 	Personal:
	 	5% * 100% * 35% * $160,000
	 	=
	 	$	2,800	 	 	 
	 	 	 	 	 
	 	 	Total Bonus Payable
	 	=	 	$	49,000	 	 	 






(actual payment still subject to satisfying Bonus Plan payment conditions)




6









 




Illustrative and hypothetical example 2 (115% of all Corporate Goals achieved):





	 	•	 	Participant’s Job Level: Vice-President for entire Performance Period
	 
	 	•	 	Annual Base Salary at end of Performance Period: $160,000
	 
	 	•	 	Target Bonus Percentage: 35%
	 
	 	•	 	Degree of Achievement of Goals as determined by the Committee:






	 	•	 	Corporate: 115% (all Corporate Goals)
	 
	 	•	 	Departmental: 75%
	 
	 	•	 	Personal: 100%






	 	•	 	Bonus Computation:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	•

	 	Corporate:
	 	75% * 61.25% * $160,000
	 	=
	 	$	73,500	 	 	 
	•

	 	Departmental:
	 	20% * 75% * 35% * $160,000
	 	=
	 	$	8,400	 	 	 
	•

	 	Personal:
	 	5% * 100% * 35% * $160,000
	 	=
	 	$	2,800	 	 	 
	 	 	 	 	 
	 	 	Total Bonus Payable
	 	=	 	$	84,700	 	 	 






(actual payment still subject to satisfying Bonus Plan payment conditions)




7









 





APPENDIX A

DIRECTORS

(Effective as of June 28, 2007)



Bonuses, if any, are paid under the Bonus Plan based on the successful achievement of specified
Company corporate goals, departmental goals and personal development goals. These goals are
weighted in terms of their relative importance for determining the amount of the Participant’s
bonus. The actual amount of any bonus is a percentage of the Participant’s annual rate of base
salary determined as of the end of the applicable Performance Period. Unless and until amended by
the Company’s Board of Directors in its sole discretion, the following table sets forth the
applicable percentages for determining bonuses under the Bonus Plan for a Performance Period:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Relative	 	Weight of Goals1	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Maximum
	 	 	 	 	 	 	 	 	 	 	Personal	 	 	Bonus as
	 	 	Corporate	 	Departmental	 	Develop.	 	 	Percentage of
	 	 	Goals2	 	Goals	 	Goals	 	 	Base Salary
	 	 	 	 	 	 
	Directors
	 	 	30	%	 	 	50	%	 	 	20	%	 	 	 	20	%








 




			
	(1)	 	Each Goal will be capped at 100% of the percentage above regardless of actual achievement
of the Goals.
	 
	(2)	 	The Corporate Goals are comprised of the following relative weighted Goals: revenue 60%, gross
margin percentage 30% and profitability 10%.




Illustrative and hypothetical example:





	 	•	 	Participant’s Job Level: Director for entire Performance Period
	 
	 	•	 	Annual Base Salary at end of Performance Period: $125,000
	 
	 	•	 	Maximum Potential Bonus: 20% * $125,000 = $25,000
	 
	 	•	 	Degree of Achievement of Goals as determined by the Committee (may not exceed 100% per
Goal):






	 	•	 	Corporate: 90%
	 
	 	•	 	Departmental: 75%
	 
	 	•	 	Personal: 100%






	 	•	 	Bonus Computation:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	•

	 	Corporate:
	 	30% * 90% * $25,000
	 	=
	 	$	6,750	 	 	 
	•

	 	Departmental:
	 	50% * 75% * $25,000
	 	=
	 	$	9,375	 	 	 
	•

	 	Personal:
	 	20% * 100% * $25,000
	 	=
	 	$	5,000	 	 	 
	 	 	 	 	 
	 	 	Total Bonus Payable
	 	 	 	$	21,125	 	 	 






(actual payment still subject to satisfying Bonus Plan payment conditions)














 





APPENDIX A

MANAGERS

(Effective as of June 28, 2007)



Bonuses, if any, are paid under the Bonus Plan based on the successful achievement of specified
Company corporate goals, departmental goals and personal development goals. These goals are
weighted in terms of their relative importance for determining the amount of the Participant’s
bonus. The actual amount of any bonus is a percentage of the Participant’s annual rate of base
salary determined as of the end of the applicable Performance Period. Unless and until amended by
the Company’s Board of Directors in its sole discretion, the following table sets forth the
applicable percentages for determining bonuses under the Bonus Plan for a Performance Period:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Relative	 	Weight of Goals1	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Maximum
	 	 	 	 	 	 	 	 	 	 	Personal	 	 	Bonus as
	 	 	Corporate	 	Departmental	 	Develop.	 	 	Percentage of
	 	 	Goals2	 	Goals	 	Goals	 	 	Base Salary
	 	 	 	 	 	 
	Managers
	 	 	20	%	 	 	50	%	 	 	30	%	 	 	 	15	%








 




			
	(1)	 	Each Goal will be capped at 100% of the percentage above regardless of actual achievement
of the Goals.
	 
	(2)	 	The Corporate Goals are comprised of the following relative weighted Goals: revenue 60%, gross
margin percentage 30% and profitability 10%.




Illustrative and hypothetical example:





	 	•	 	Participant’s Job Level: Manager for entire Performance Period
	 
	 	•	 	Annual Base Salary at end of Performance Period: $100,000
	 
	 	•	 	Maximum Potential Bonus: 15% * $100,000 = $15,000
	 
	 	•	 	Degree of Achievement of Goals as determined by the Committee (may not exceed 100% per
Goal):






	 	•	 	Corporate: 90%
	 
	 	•	 	Departmental: 75%
	 
	 	•	 	Personal: 100%






	 	•	 	Bonus Computation:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	•

	 	Corporate:
	 	20% * 90% * $15,000
	 	=
	 	$	2,700	 	 	 
	•

	 	Departmental:
	 	50% * 75% * $15,000
	 	=
	 	$	5,625	 	 	 
	•

	 	Personal:
	 	30% * 100% * $15,000
	 	=
	 	$	4,500	 	 	 
	 	 	 	 	 
	 	 	Total Bonus Payable
	 	 	 	$	12,825	 	 	 






(actual payment still subject to satisfying Bonus Plan payment conditions)














 





APPENDIX A

EXEMPT NON-MANAGEMENT AND SUPERVISORY

(Effective as of June 28, 2007)



Bonuses, if any, are paid under the Bonus Plan based on the successful achievement of specified
Company corporate goals, departmental goals and personal development goals. These goals are
weighted in terms of their relative importance for determining the amount of the Participant’s
bonus. The actual amount of any bonus is a percentage of the Participant’s annual rate of base
salary determined as of the end of the applicable Performance Period. Unless and until amended by
the Company’s Board of Directors in its sole discretion, the following table sets forth the
applicable percentages for determining bonuses under the Bonus Plan for a Performance Period:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Relative	 	Weight of Goals1	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Maximum
	 	 	 	 	 	 	 	 	 	 	Personal	 	 	Bonus as
	 	 	Corporate	 	Departmental	 	Develop.	 	 	Percentage of
	 	 	Goals2	 	Goals	 	Goals	 	 	Base Salary
	 	 	 	 	 	 
	Exempt Non-Management & Supervisory
	 	 	10	%	 	 	40	%	 	 	50	%	 	 	 	10	%








 




			
	(1)	 	Each Goal will be capped at 100% of the percentage above regardless of actual achievement
of the Goals.
	 
	(2)	 	The Corporate Goals are comprised of the following relative weighted Goals: revenue 60%, gross
margin percentage 30% and profitability 10%.




Illustrative and hypothetical example:





	 	•	 	Participant’s Job Level: Supervisor for entire Performance Period
	 
	 	•	 	Annual Base Salary at end of Performance Period: $90,000
	 
	 	•	 	Maximum Potential Bonus: 10% * $90,000 = $9,000
	 
	 	•	 	Degree of Achievement of Goals as determined by the Committee (may not exceed 100% per
Goal):






	 	•	 	Corporate: 90%
	 
	 	•	 	Departmental: 75%
	 
	 	•	 	Personal: 100%






	 	•	 	Bonus Computation:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	•

	 	Corporate:
	 	10% * 90% * $9,000
	 	=
	 	$	810	 	 	 
	•

	 	Departmental:
	 	40% * 75% * $9,000
	 	=
	 	$	2,700	 	 	 
	•

	 	Personal:
	 	50% * 100% * $9,000
	 	=
	 	$	4,500	 	 	 
	 	 	 	 	 
	 	 	Total Bonus Payable
	 	 	 	$	8,010	 	 	 






(actual payment still subject to satisfying Bonus Plan payment conditions)















 







APPENDIX A

NON-EXEMPT (LEVEL 1)

(Effective as of June 28, 2007)



Bonuses, if any, are paid under the Bonus Plan based on the successful achievement of specified
Company corporate goals, departmental goals and personal development goals. These goals are
weighted in terms of their relative importance for determining the amount of the Participant’s
bonus. The actual amount of any bonus is a percentage of the Participant’s annual rate of base
salary determined as of the end of the applicable Performance Period. Unless and until amended by
the Company’s Board of Directors in its sole discretion, the following table sets forth the
applicable percentages for determining bonuses under the Bonus Plan for a Performance Period:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Relative	 	Weight of Goals1	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Maximum
	 	 	 	 	 	 	 	 	 	 	Personal	 	 	Bonus as
	 	 	Corporate	 	Departmental	 	Develop.	 	 	Percentage of
	 	 	Goals2	 	Goals	 	Goals	 	 	Base Salary
	 	 	 	 	 	 
	Non-Exempt (Level 1)
	 	 	5	%	 	 	30	%	 	 	65	%	 	 	 	10	%








 




			
	(1)	 	Each Goal will be capped at 100% of the percentage above regardless of actual achievement
of the Goals.
	 
	(2)	 	The Corporate Goals are comprised of the following relative weighted Goals: revenue 60%, gross
margin percentage 30% and profitability 10%.




Illustrative and hypothetical example:





	 	•	 	Participant’s Job Level: Non-Exempt (Level 1) for entire Performance Period
	 
	 	•	 	Annual Base Salary at end of Performance Period: $70,000
	 
	 	•	 	Maximum Potential Bonus: 10% * $70,000 = $7,000
	 
	 	•	 	Degree of Achievement of Goals as determined by the Committee (may not exceed 100% per
Goal):






	 	•	 	Corporate: 90%
	 
	 	•	 	Departmental: 75%
	 
	 	•	 	Personal: 100%






	 	•	 	Bonus Computation:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	•

	 	Corporate:
	 	5% * 90% * $7,000
	 	=
	 	$	315	 	 	 
	•

	 	Departmental:
	 	30% * 75% * $7,000
	 	=
	 	$	1,575	 	 	 
	•

	 	Personal:
	 	65% * 100% * $7,000
	 	=
	 	$	4,550	 	 	 
	 	 	 	 	 
	 	 	Total Bonus Payable
	 	 	 	$	6,440	 	 	 






(actual payment still subject to satisfying Bonus Plan payment conditions)














 







APPENDIX A

NON-EXEMPT (LEVEL 2)

(Effective as of June 28, 2007)



Bonuses, if any, are paid under the Bonus Plan based on the successful achievement of specified
Company corporate goals, departmental goals and personal development goals. These goals are
weighted in terms of their relative importance for determining the amount of the Participant’s
bonus. The actual amount of any bonus is a percentage of the Participant’s annual rate of base
salary determined as of the end of the applicable Performance Period. Unless and until amended by
the Company’s Board of Directors in its sole discretion, the following table sets forth the
applicable percentages for determining bonuses under the Bonus Plan for a Performance Period:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Relative	 	Weight of Goals1	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Maximum
	 	 	 	 	 	 	 	 	 	 	Personal	 	 	Bonus as
	 	 	Corporate	 	Departmental	 	Develop.	 	 	Percentage of
	 	 	Goals2	 	Goals	 	Goals	 	 	Base Salary
	 	 	 	 	 	 
	Non-Exempt (Level 2)
	 	 	5	%	 	 	20	%	 	 	75	%	 	 	 	10	%








 




			
	(1)	 	Each Goal will be capped at 100% of the percentage above regardless of actual achievement
of the Goals.
	 
	(2)	 	The Corporate Goals are comprised of the following relative weighted Goals: revenue 60%, gross
margin percentage 30% and profitability 10%.




Illustrative and hypothetical example:





	 	•	 	Participant’s Job Level: Non-Exempt (Level 2) for entire Performance Period
	 
	 	•	 	Annual Base Salary at end of Performance Period: $60,000
	 
	 	•	 	Maximum Potential Bonus: 10% * $60,000 = $6,000
	 
	 	•	 	Degree of Achievement of Goals as determined by the Committee (may not exceed 100% per
Goal):






	 	•	 	Corporate: 90%
	 
	 	•	 	Departmental: 75%
	 
	 	•	 	Personal: 100%






	 	•	 	Bonus Computation:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	•

	 	Corporate:
	 	5% * 90% * $6,000
	 	=
	 	$	270	 	 	 
	•

	 	Departmental:
	 	20% * 75% * $6,000
	 	=
	 	$	900	 	 	 
	•

	 	Personal:
	 	75% * 100% * $6,000
	 	=
	 	$	4,500	 	 	 
	 	 	 	 	 
	 	 	Total Bonus Payable
	 	 	 	$	5,670	 	 	 






(actual payment still subject to satisfying Bonus Plan payment conditions)