Exhibit 10.1


 


Acusphere, Inc.

(the “Company” or “Acusphere”)


 


MANAGEMENT INCENTIVE COMPENSATION PLAN


 


 


Objective of Management Incentive Compensation Plan (the “MIC Plan”):


 


•                  Increase
management focus on realistic goals intended to create value for the Company’s shareholders;


•                  Encourage
senior management to work as a team to achieve the Company’s goals;


•                  Encourage
individuals to realize goals that are meaningful to the Company;


•                  Provide
incentives for participants to strive for achievement above and beyond the
Company’s goals; and


•                  Help
attract and retain high quality senior management personnel.


 


Eligibility:


 


The MIC Plan is intended for senior management.  Participants in the MIC Plan are to be
recommended by the President and CEO and approved by the Compensation Committee
of the Board of Directors (the “Compensation Committee”)
in its sole discretion, except that all executive officers shall participate in
the MIC Plan.


 


Minimum Company Achievement Level to Establish a Bonus Pool:


 


Following the approval of the annual Operating Plan
by the Board of Directors (the “Board”), the
Compensation Committee will meet to agree upon Corporate Goals and to establish
a percentage weighting to each Corporate Goal, based upon relative importance
as determined by the Compensation Committee in its sole discretion. These weighting
percentages will be used to calculate the Company Achievement Level at year
end.  The Company must have achieved at
least the following percentage of the Company goals at year end in order for
any participant to be eligible for a bonus.


 


	
  Minimum Company Achievement Level:

  	
   

  	
  80% of Corporate Goals

  



 


If the Minimum Company Achievement Level is reached,
each participant will be eligible for his/her full Bonus Potential. If the
Minimum Company Achievement Level is not reached, no participants will be
awarded any bonuses. If the Compensation Committee changes the Corporate Goals in
the middle of the year, the Compensation Committee will work in good faith to make
such corresponding adjustments to the individual goals for participants in the MIC
Plan as the Compensation Committee deems advisable.


 





















 


Bonus Potential:


 


Bonus levels are to be created on an individual
basis by the Compensation Committee. In general, the Bonus Potential shall be
the following as a percentage of base salary:


 


	
  CEO

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  CFO

  	
   

  	
  40

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Sr. VP’s

  	
   

  	
  30

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  VP’s

  	
   

  	
  20

  	
  %

  



 


Bonus Formula:


 


The actual amount of the bonus paid to each
participant will be calculated using a goals-based formula.  The CEO’s goals are the Corporate Goals.
Within 30 days of the approval and weighting of the Corporate Goals, the CEO
will propose to the Compensation Committee the individual goals, and their
weighting, for each executive officer.  Such
executive officer goals are subject to review by the Compensation Committee.  Individual goals for each participant in the
MIC Plan other than the executive officers shall be established and determined
by the CEO, provided that the CEO shall inform the Compensation Committee of
these decisions.


 


Participant’s Bonus = Bonus
Potential* Percentage of Goals Achieved


 


Compensation Committee Discretion:


 


The Compensation Committee in its sole discretion
shall have full discretionary power to administer and interpret the MIC Plan,
to establish rules for its administration, to establish corporate and
individual goals as appropriate and to determine whether any prescribed goals
have been achieved.  The Compensation
Committee may also elect to award bonus payments in amounts smaller than or
greater than the bonus amounts that would otherwise be suggested by the MIC Plan,
in its sole discretion.


 


Timing of Payment:


 


No payment will be made under the MIC Plan unless
the Compensation Committee first approves such payments. The participant must be
in the continued employ of the Company at the time of bonus payment.


 


Taxes:


 


All payments are subject to the withholding of
applicable taxes.


 


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Administration:


 


The MIC Plan is administered by the Compensation
Committee.  It does not represent an
employment contract and shall not confer upon any participant any right with
respect to continued employment.  The
Company reserves its right at any time to terminate any participant’s
employment at any time free from any liability or claim under the MIC
Plan.  The MIC Plan can be cancelled,
altered or amended by the Compensation Committee at any time for any reason, in
its sole discretion.


 


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