Exhibit 10.47


 


BONUS PLAN FOR SENIOR MANAGEMENT OF


CERUS CORPORATION


 


April 1, 2003


 


Amended December 9, 2004


 


Amended January 18, 2005


 


Amended February 28, 2005


 


This
document sets forth the complete terms and conditions of the Cash Bonus Plan
for Senior Management of Cerus Corporation (“Cerus” or the “Company”) (the
“Senior Management Bonus Plan”).  The
Plan Year for this Senior Management Bonus Plan runs from January 1 each year
to December 31 each year.


1.                                      Purposes of the Senior Management Bonus Plan


	
  ·  

  	
  Focus the organization on the goals which are most critical
  to the Company’s success;

  
	
   

  	
   

  
	
  ·  

  	
  Attract and retain a high caliber of employee;

  
	
   

  	
   

  
	
  ·  

  	
  Promote a pay-for-results philosophy;

  
	
   

  	
   

  
	
  ·  

  	
  Provide competitive compensation opportunities;

  
	
   

  	
   

  
	
  ·  

  	
  Allow management judgment and flexibility; and

  
	
   

  	
   

  
	
  ·  

  	
  Reinforce the overall compensation strategy.

  



 


2.                                      Coverage


	
  ·  

  	
  This Senior Management Bonus Plan covers the following
  bonus programs for senior management at Cerus: Signing Bonuses, Retention
  Bonuses and Performance Bonuses.

  
	
   

  	
   

  



 


3.                                      Eligibility


	
  ·  

  	
  Employees must qualify as “Senior Management” of the
  Company to be eligible for bonuses under the Senior Management Bonus Plan.
  The Company retains the sole discretion to determine which employees qualify
  as Senior Management and will provide written notice to all eligible
  employees of their status as a member of Senior Management.

  
	
   

  	
   

  
	
  ·  

  	
  The only employees who are eligible for Signing Bonuses or
  Retention Bonuses are those employees who are expressly notified of such
  eligibility in a writing signed by a Company officer.

  
	
   

  	
   

  
	
  ·  

  	
  Senior Management is not eligible for Recruiting Bonuses.

  
	
   

  	
   

  
	
  ·  

  	
  All full-time and part-time employees are eligible for
  Performance Bonuses. Part-time employees are eligible to receive pro-rata
  bonuses based on the number of hours they are 

  



 





















	
   

  	
  regularly scheduled to work. New employees who are hired
  after the Plan Year begins are eligible to participate on a pro-rata basis
  after completing three months of employment (unless otherwise approved by the
  CEO). Eligible participants who are on a leave of absence for any portion of
  the Plan Year are also eligible to participate on a pro-rata basis, provided
  they work at least thirty days during the Plan Year.

  
	
   

  	
   

  
	
  ·  

  	
  Employees are only eligible for bonuses under this Senior
  Management Bonus Plan if they sign and date this document and return it to
  the Company.

  



 


4.             Amount and
Calculation of Bonuses


	
  ·  

  	
  The amount
  of any Signing Bonus or Retention Bonus that an eligible employee may receive
  will be as set forth in the written document signed by a Cerus officer
  notifying the employee of their eligibility for such a bonus. Any terms and
  conditions set forth in that document will also apply.

  
	
   

  	
   

  
	
  ·  

  	
  Performance
  Bonuses:

  



 


	
  ·  

  	
  Each employee is eligible for a Performance Bonus in an
  amount not to exceed a certain percentage of his or her annual base salary
  (the “Target Percentage”). Each Plan Year, the CEO will determine the Target
  Percentage for each employee, and submit these recommendations to the
  Compensation Committee for approval. For each employee, the Target Percentage
  is multiplied by the annual base salary for that employee, and that amount
  represents the maximum amount of a Performance Bonus that the employee may
  receive.

  
	
   

  	
   

  
	
  ·  

  	
  The actual amount of the Performance Bonuses is based upon
  the Company’s achievement of corporate milestones, the employee’s achievement
  of individual objectives and the Company’s ability to pay.

  
	
   

  	
   

  
	
  ·  

  	
  50% of an employee’s target Performance Bonus will be based
  upon the attainment of corporate milestones (the “Corporate Portion”) and 50%
  of an eligible employee’s target Performance Bonus will be based upon the
  Company’s assessment of the eligible employee’s individual performance (the
  “Individual Portion”). The Compensation Committee may, in its sole
  discretion, redistribute the relative percentage applicable to corporate and
  individual objectives during the Plan Year.

  
	
   

  	
   

  
	
  ·  

  	
  Whether the Individual Portion is awarded, and in what
  amount, will be determined by the CEO and Compensation Committee in their
  sole discretion and will be based upon their assessment of the eligible
  employee’s overall and relative performance and contribution.

  
	
   

  	
   

  
	
  ·  

  	
  Corporate milestones are generally submitted to the
  Compensation Committee in writing by the CEO for approval by the Compensation
  Committee before the end of the first quarter of each year. Corporate
  milestones generally include measurable results to be accomplished during the
  year.

  
	
   

  	
   

  
	
  ·  

  	
  The Compensation Committee will determine, in its sole
  discretion, whether and what percentage of the corporate milestones are met.

  
	
   

  	
   

  



 





















	
  ·  

  	
  The Company determines the actual amount of Performance
  Bonuses based on the above criteria every January for the preceding year.
  Once the amount of the Performance Bonus (if any) is determined, 70% of the
  Performance Bonus will be awarded in cash and 30% will be awarded in the form
  of restricted stock. The number of restricted stock shares that are awarded
  will depend on the share price on the date the shares are granted, which will
  generally be the date on which bonus amounts are determined, unless the Board
  decides otherwise.

  
	
   

  	
   

  
	
  ·  

  	
  Any restricted stock granted as a Performance Bonus will be
  subject to a vesting schedule whereby 1/3 vests on the first year anniversary
  of grant, 1/3 vests on the second year anniversary of grant, and 1/3 vests on
  the third year anniversary of grant, subject to the employee’s continued
  service with the Company. Vested shares cannot be sold, transferred or
  otherwise disposed of until the entire grant is vested (or if the employee
  leaves prior to full vesting, until such time as the entire grant would have
  vested if the employee had remained employed). The terms and conditions of
  any such grants will governed entirely by the applicable plan documents and
  restricted stock agreement.

  



 


5.             Payment of Bonuses


	
  ·  

  	
  No bonus is earned until it is required to be paid under
  this Senior Management Bonus Plan. Therefore, in the event an employee’s
  employment is terminated (either by the Company or by the employee, whether
  voluntarily or involuntarily) before a bonus is paid, then the employee will
  not have earned that bonus, and will not be entitled to any portion of that
  bonus.

  
	
   

  	
   

  
	
  ·  

  	
  Signing Bonuses are paid on the first payday following the
  employee’s completion of the required period of active, full-time employment
  stated in the employee’s offer letter. If the employee does not complete the
  required period of employment, or is not in good standing with the Company as
  of the date the Signing Bonus otherwise would be payable, then the employee
  will not have earned the Signing Bonus and no Signing Bonus will be paid.

  
	
   

  	
   

  
	
  ·  

  	
  Retention Bonuses are paid on the first payday following
  the retention date specified in the employee’s Retention Bonus Memorandum
  provided that the employee remains an active full-time employee of the
  Company from the date of such memorandum through the Retention Date.

  
	
   

  	
   

  
	
  ·  

  	
  The cash portion of any Performance Bonus is paid in the
  January following the end of the Plan Year. Similarly, the stock portion of
  any Performance Bonus is awarded in the January following the end of the Plan
  Year. An eligible employee must be actively employed by the Company in good
  standing on the day the bonus is paid, or the stock is granted, in order to
  receive the Performance Bonus, unless otherwise approved in advance by the
  Compensation Committee.

  



 


6.             Bonuses
Disputes


	
  ·        

  	
  A Bonus Review Board will be established to review and
  decide any disputes arising under this Senior Management Bonus Plan. It shall
  consist of the Company’s Chief Executive Officer and Vice President of
  Administration. Any employee with an issue related to this Senior Management
  Bonus Plan shall provide a written request for review to Human Resources who,
  in 

  



 





















 


	
   

  	
  turn, shall convene the Board to resolve the issue. All
  decisions of the Bonus Review Board are final and binding.

  



 


7.             Legal and Ethical Standards


 


	
  ·  

  	
  No
  employee shall attempt to earn a bonus by engaging in any conduct which
  violates any anti-trust laws, other laws, or the Company’s ethical standards,
  policies or practices.

  
	
   

  	
   

  
	
  ·  

  	
  No employee shall pay, offer to pay, assign or give any
  part of his or her bonus, compensation, or anything else of value to any
  agent, customer, supplier or representative of any customer or supplier, or
  to any other person, as an inducement or reward for direct or indirect
  assistance in earning a bonus.

  
	
   

  	
   

  
	
  ·  

  	
  Any infraction of this Senior Management Bonus Plan, or of
  recognized ethical standards, will subject the employee to disciplinary
  action up to and including termination of employment and revocation of any
  bonuses under this Senior Management Bonus Plan to which the employee
  otherwise would be entitled.

  



 


8.             Miscellaneous


	
  ·  

  	
  Nothing in
  this Senior Management Bonus Plan is intended to alter the at-will nature of
  employment with the Company, that is, the employee’s right or the Company’s
  right to terminate the employee’s employment at will, at any time with or
  without cause or advance notice. In addition, acceptance of this Senior
  Management Bonus Plan shall not be construed to imply a guarantee of
  employment for any specified period of time.

  
	
   

  	
   

  
	
  ·  

  	
  This
  Senior Management Bonus Plan contains the entire agreement between the
  Company and its employees on this subject, and supersedes all prior bonus
  compensation plans or programs of the Company and all other previous oral or
  written statements regarding any such bonus compensation programs or plans.

  
	
   

  	
   

  
	
  ·  

  	
  Cerus
  reserves the right to modify any of the provisions of this Senior Management
  Bonus Plan in its sole discretion at any time with 10 days’ written notice to
  eligible employees; provided, however, that this Senior Management Bonus Plan
  may not be modified or amended except in a writing signed
  by a Company officer and upon approval by the Company’s
  Compensation Committee.

  
	
   

  	
   

  
	
  ·  

  	
  No bonus
  amounts are guaranteed and all bonuses must be earned in accordance with the
  terms of this Senior Management Bonus Plan. The Company will make all
  determinations under the Senior Management Bonus Plan within its sole
  discretion, including but not limited to: whether a Performance Bonus has been
  earned and the amount of any Performance Bonus; and whether an employee is in
  good standing.

  
	
   

  	
   

  
	
  ·  

  	
  The
  contents of this Senior Management Bonus Plan are Company confidential.

  
	
   

  	
   

  
	
  ·  

  	
  This
  Senior Management Bonus Plan shall be governed by and construed under the
  laws of the State of California.

  



 


*  
*   *


 


 


	
  I have read and understand the provisions of this Bonus
  Plan and hereby accept its terms.

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Employee Name (Printed)

  	
   

  	
  Employee Signature

  	
   

  	
  Date