exv10w1






Exhibit 10.1




TEKELEC

2009 Executive Officer Bonus Plan




     Tekelec (“Tekelec” or the “Company”) believes that a portion of each executive
officer’s annual compensation should be directly related to the Company’s financial performance.
The 2009 Officer Bonus Plan (“2009 Bonus Plan” or the “Plan”) is designed to
motivate Tekelec’s executive officers and to reward them for their continuing contributions to the
Company’s business if, in 2009, the Company achieves certain financial results. The effective date
of the 2009 Bonus Plan is February 27, 2009 (the “Effective Date”).



2009 Bonus Plan



Each Eligible Officer (as defined below), by virtue of his or her continuing employment with
Tekelec, will be eligible to receive a bonus (“2009 Bonus”) based on the Company’s
financial performance as measured by the degree to which the Company achieves the following
pre-set, Board of Directors-approved,1 financial targets for the 2009 fiscal year: (i)
Adjusted Operating Income before Bonus, (ii) revenue, and (iii) orders.



The 2009 Bonus payable to an Eligible Officer will be calculated as a percentage of such Officer’s
annual base salary of record in effect at the end of the annual period for which the bonuses are
payable (the “Salary”). If an Eligible Officer is on a leave of absence in excess of 60
days during the annual period, the Eligible Officer’s Salary will be calculated based on the
Eligible Officer’s annualized actual earnings for the annual period. In determining an Eligible
Officer’s annual base salary of record or actual earnings, certain compensation and payments (e.g.,
reimbursement for moving expenses, bonus payments received under the 2008 Executive Officer Bonus
Plan or this Plan, stock option or other equity incentive compensation, discretionary bonuses,
disability benefits, sign-on bonuses, vacation cash outs, and on call pay) shall be excluded.



If an executive officer commences his/her employment as an Eligible Officer in the first, second,
or third calendar quarter of 2009, then for purposes of determining the amount payable as a 2009
Bonus, an Officer’s annual base salary will be prorated based on the ratio of (i) the number of
days that an executive officer serves as an Eligible Officer during the annual period to (ii) 365.
An executive officer who commences his/her employment during the fourth calendar quarter of 2009
will not be eligible to receive a 2009 Bonus.




Eligible Officers



The following executive officers have been designated by the Board as “Eligible Officers”
for purposes of the 2009 Bonus Plan and will be eligible to participate in the 2009 Bonus Plan (all
titles are positions with Tekelec unless otherwise specified):



Eligible Officers List

Chief Executive Officer & President

Executive Vice President & Chief Financial Officer

Executive Vice President, Global Product Solutions

Senior Vice President, Corporate Affairs & General Counsel






 




			
	1	 	This and further references to Board of Directors
(“Board”) action or approval shall be interpreted as a duly adopted Board
resolution following consideration and a recommendation by the Compensation
Committee of the Board, if the Board accepts such recommendation, or
alternatively by a duly adopted resolution of the Board based on a vote by the
independent members of the Board as defined by NASDAQ rules.




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Senior Vice President, Global Operations & Service

Vice President, Corporate Controller & Chief Accounting Officer

Vice President, Information Technology & Chief Information Officer



A person appointed as an Executive Officer of the Company after the Effective Date shall be
eligible to participate in the 2009 Bonus Plan if he/she is expressly designated by the Board as an
Eligible Officer under the 2009 Bonus Plan.



An Eligible Officer whose title changes after the Effective Date shall be entitled to participate
in the 2009 Bonus Plan on the same terms and conditions as applied immediately prior to such title
change unless either (i) the terms of such Eligible Officer’s participation in the 2009 Bonus Plan
are changed pursuant to a duly adopted resolution of the Board; (ii) the Board amends this Plan to
add the new title as an Eligible Officer in the Eligible Officer table above in which case such
Officer shall participate at the bonus participation level corresponding to such new title; or
(iii) as a result of the change in title, such individual is no longer an Eligible Officer.



In order to earn and be eligible to receive bonuses payable under the 2009 Bonus Plan, an Eligible
Officer must be actively employed by Tekelec or one of its subsidiaries as an Eligible Officer on
the date on which such bonuses are paid, unless such requirement is waived by the Board.  An
Eligible Officer who is on an approved leave of absence from the Company at any time during 2009
will, for purposes of determining eligibility under the 2009 Bonus Plan, be treated as being
employed by the Company during such leave of absence provided, however, that an Eligible Officer
who is on an approved leave of absence from the Company on the date on which the 2009 Bonus is paid
by the Company and thereafter returns to active status as an Eligible Officer upon the end of such
leave of absence, will be paid his/her Company Bonus to which he/she is otherwise entitled within
30 days following his/her return to active status as an Eligible Officer.  An Eligible Officer who
is on an approved leave of absence from the Company on the date on which the 2009 Bonus is paid by
the Company and thereafter fails to return to active status as an Eligible Officer upon the end of
such leave of absence, will not be eligible to receive a 2009 Bonus.




2009 Bonus Computation



The Company’s consolidated operating income from continuing operations before bonus (as adjusted to
exclude the effects of equity incentive compensation expense, restructuring charges, impairment
charges, acquisition-related amortization and other M&A-related charges or income, and similar
non-GAAP charges or income, “Adjusted Operating Income before Bonus”), revenue and orders
will be the financial measures for calculating the amount of the Company Bonus under the 2009 Bonus
Plan.



All payouts under the 2009 Bonus Plan are contingent upon the company performing at or above a
threshold percentage of the Adjusted Operating Income before Bonus target established by the Board
(“OI Target”). The threshold percentage is 80% of the OI Target, and thus for performance
below 80% of the OI Target, there is no funding of a pool for payouts of a bonus. The Board will
also establish performance targets for Orders and Revenue (“Orders Target” and “Revenue
Target”, respectively, and together with the OI Target or individually, “Targets”).



Upon Tekelec’s achievement of 80% of the Operating Income Target, the 2009 Bonus shall be
calculated as the sum of the result of the following computation applied to each of the Targets:





	 	•	 	For that portion of the Performance Relative to Target equal to or greater than 80% but
less than or equal to 100%, the product of A (x) B (x) C (x) T, where “A” is the Eligible
Officer’s Salary, “B” is the Payout Percentage corresponding to the Performance Relative to
Target in the Payout Percentage Table, below, “C” is the 2009 Bonus Opportunity in the
Bonus Participation Table




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	 	 	 	below, and “T” is the Target Weighting corresponding to the Target, and the performance
against such Target, in the Target Weighting Table below, plus
	 
	 	•	 	For that portion of the Performance Relative to Target above 100% for the OI Target or
the Orders Target, the product of A (x) B (x) C (x) T, as each is defined above.





Payout Percentage Table




	 	 	 
	Performance Relative to Target	 	 
	(OI, Orders, and Revenue)	 	Payout Percentage
	<80%
	 	    0%
	  80%
	 	  50%
	  90%
	 	  75%
	100%
	 	100%
	 
	Performance Relative to Target	 	 
	(OI and Orders)	 	Additional Payout Percentage
	  110%
	 	25%
	3120%
	 	50%





The Payout Percentages in the above table increase in a linear manner between each performance
level relative to each target.




Target Weighting Table




	 	 	 	 	 	 	 	 	 
	 	 	Target Weighting for Performance	 	Target Weighting for Performance
	Target	 	3 80% £ 100%	 	>100%
	OI
	 	 	50	%	 	 	75	%
	Orders
	 	 	25	%	 	 	25	%
	Revenue
	 	 	25	%	 	 	0	%





Except as otherwise provided herein, the 2009 Bonus will be payable in one lump sum (subject to
applicable withholding taxes and other deductions) within 30 days after all the Company’s
consolidated financial results covering the annual period are filed with the Securities and
Exchange Commission.




Bonus Participation Levels



For purposes of determining an Eligible Officer’s 2009 Bonus, the 2009 Bonus Opportunity for each
of the Eligible Officers identified below shall be as follows:




Bonus Participation Table




	 	 	 	 	 
	 	 	2009 Bonus
	Title	 	Opportunity
	Chief Executive Officer & President
	 	 	120	%
	Executive Vice President & Chief Financial Officer
	 	 	90	 
	Executive Vice President, Global Product Solutions
	 	 	90	 
	Senior Vice President & General Counsel
	 	 	70	 
	Senior Vice President, Global Operations & Service
	 	 	60	 
	Vice President, Corporate Controller & Chief Accounting Officer
	 	 	50	 
	Vice President, Information Technology & Chief Information Officer
	 	 	40	 






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Discretionary Bonuses



In addition to bonuses payable under the 2009 Bonus Plan, discretionary bonuses may also be paid by
the Company, but only upon the express approval of the Board in its sole discretion.




Amendment, Termination, and Administration



The Board reserves the right to amend, modify or terminate the Plan, or any payment owed
thereunder, at any time without prior notice to participants in its sole discretion; provided, that
the Company may not amend, modify or terminate the Plan or such payments once they become Vested to
an eligible employee. A payment becomes “Vested” upon the filing of the Company’s
financial statements with the Securities and Exchange Commission covering the annual period for
which such bonus amount is earned under the terms of the Plan. The Plan shall be administered by
the Board, and the Board shall have the authority to interpret the Plan with such interpretation
being binding and final. The Plan shall be governed by the laws of North Carolina.




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