ViroPharma Cash Bonus Plan


 Exhibit 10.1 
  
 ViroPharma Bonus Plan 
  
 The ViroPharma Incorporated Bonus Plan applies to each of our employees, including the members of our management team. Each employee receives a target bonus, expressed as
a percentage of his or her base salary for the year. The amount of a specific employee’s target bonus varies by the employee’s role in the Company and his or her applicable pay band, as identified in the table below: 
  
 Exempt Positions 
  

											
	 	  	 Position

	  	Pay Band(s)

	  	Target

	 	 	Maximum

	 
	 	  	CEO	  	17	  	50	%	 	62.5	%
	 	  	Management Team	  	16B	  	50	%	 	62.5	%
	 	  	Management Team	  	16A	  	40	%	 	50	%
	 	  	Director	  	15B	  	30	%	 	37.5	%
	 	  	Director	  	15A	  	20	%	 	25	%
	 	  	Manager	  	14	  	20	%	 	25	%
	 	  	Manager	  	13B	  	20	%	 	25	%
	 	  	Manager	  	13A	  	15	%	 	18.75	%
	 	  	Senior Professional	  	12	  	15	%	 	18.75	%
	 	  	Senior Professional	  	11B	  	15	%	 	18.75	%
	 	  	Senior Professional	  	11A	  	12	%	 	15	%
	 	  	Mid-level Professional	  	10	  	12	%	 	15	%
	 	  	Professional	  	9	  	12	%	 	15	%
	 	  	Entry Level	  	7-8	  	10	%	 	12.5	%
	  
 Non-Exempt Positions
  
	  	 	  	 	 	 	 	 
	 	  	 Senior Non-Exempt
	  	6	  	10	%	 	12.5	%
	 	  	 Non-Exempt
	  	5	  	10	%	 	12.5	%
	 	  	 Non-Exempt
	  	2-4	  	8	%	 	10	%
	 	  	 Non-Exempt
	  	1	  	6	%	 	7.5	%

  
 For employees with less than one year
of service, the bonus will be pro-rated based on the actual base pay earnings during the bonus year. Overtime earnings are not eligible to be included in bonus calculations. 
  
 Awards pursuant to the plan are based upon two factors: Company and Individual. The Company factor represents the degree to which we
achieved our overall corporate goals in a given year. Each employee also is given an Individual factor by his or her supervisor to reflect the employee’s performance against his or her individual goals for the year. Each factor can be assigned
a value of up to 125% for maximum performance. Thus, depending on the performance of the Company and the individual employee, an employee may receive up to 125% of his or her target bonus. 






 Each of the Company and Individual factors is itself separately weighted for each employee. The weighting assigned to
each factor varies by employee depending on the role he or she plays with the Company and his or her applicable pay band. For example, for the members of the company’s management team, the Company factor is weighted significantly higher than
the Individual factor in order to ensure that the bonus system for the company’s management team is closely tied to the company’s performance. 
  
 The weighting of the factors is as follows: 
  

							
	 Exempt Positions

	  	Company Factor

	 	 	Individual Factor

	 
	 Pay Bands 16A, 16B, 17
	  	70	%	 	30	%
	 Pay Bands 15A, 15B
	  	60	%	 	40	%
	 All others
	  	50	%	 	50	%

  
 To determine the actual bonus paid, an
employee’s target payout percentage is multiplied by the sum of the Company factor plus the Individual factor as each is weighted for such employee. The result of that calculation is then multiplied by the employee’s target bonus.
Notwithstanding the foregoing, in order to promote employee retention during the critical period following the Company’s January 2004 restructuring, for each employee that was employed at the time of our January 2004 restructuring or is hired
through October 2004, 50% of the target bonus for each of 2004 and 2005 is guaranteed, up to a maximum guarantee of $50,000. The guaranteed portion of the bonus does not apply to the Company’s Chief Executive Officer, and is available to every
other eligible employee only if he or she is employed at the time that the applicable bonus is paid. 
  
 Whether or not a bonus is actually paid, however, is ultimately at the discretion of the Compensation Committee of the Board of Directors. Bonuses, if any, are paid during the first quarter of the year immediately
following the year being measured.