exv10w1



 






Exhibit 10.1









ENTERASYS PERFORMANCE INCENTIVE PLAN (EPIP)




PURPOSE




Provide an outcome-based annual cash incentive to key employees for their contributions to the
success and profitability of Enterasys Networks. This Plan is intended to provide participants
with an opportunity to receive above average incentive compensation for above average performance,
with lower levels of incentive compensation associated with lower levels of performance.



EFFECTIVE DATE



This plan is effective as of January 2, 2005, for the fiscal year ending December 31, 2005.



ELIGIBILITY



Full-time executives, managers and key employees not participating in any other cash incentive
compensation plan unless such other plan expressly provides for participation in EPIP. Non-exempt
employees are not eligible to participate in this plan.



INCENTIVE TARGETS



A participant’s target cash incentive compensation opportunity, which is set individually within
each Tier specified below, will range from 10% to 200% of base salary, depending upon position and
role (see guide chart below):



	 	 	 	 	 	 	 	 	 
	 
	 	Tier	 	 	Position/Job Level	 	 	Incentive Target Range*	 
	 	I
	 	 	Executive
Chairman

President / Chief Executive Officer	 	 	As
determined by Compensation Committee

200%	 
	 	II
	 	 	Senior / Executive Vice President	 	 	60% - 100%	 
	 	III
	 	 	Director / Vice President	 	 	40% - 70%	 
	 	IV
	 	 	Manager / Key Employee	 	 	20% - 50%	 
	 	V
	 	 	Individual Contributors	 	 	10% - 20%	 
	 








* Expressed as a percentage of Base Salary




 









 








INCENTIVE PLAN ELEMENTS




EPIP has two elements: (i) overall funding of the EPIP on an aggregate basis, and (ii) individual
annual incentive awards (which, in the aggregate, may be less than but may not exceed actual
aggregate EPIP funding). Maximum aggregate EPIP funding will be equal to the aggregate of
individual participant target bonus amounts, plus any funding based on the occurrence of a
qualifying Business Combination as set forth below.



EPIP FUNDING





	•  	Corporate Financial Performance Funding Factor: EPIP funding relative to aggregate target levels
will be based on the Company’s achievement of financial performance objectives established by
the Enterasys Networks, Inc. Board of Directors. The financial performance objectives for
2005 will be based on quarterly and year-to-date metrics for Revenue, Operating Profitability,
and Free Cash Flow. Achieving funding at aggregate target levels will require financial
performance substantially exceeding the Company’s base annual operating plan objectives.
Determination of achievement of specific corporate financial performance metrics is subject to
the sole and exclusive discretion of the Board of Directors of Enterasys Networks, Inc.






	•  	Corporate Transaction Funding Factor: In addition to funding
based on achievement of the Company’s financial performance
objectives, in the event of a merger or consolidation
involving the Company, or a sale or other disposition of all or
substantially all of the stock or assets of the Company
(collectively, a “Business Combination”) at any time during the
fiscal year, provided that such Business Combination is
approved in advance by the Enterasys Networks, Inc. Board of
Directors and results in a transfer of ownership of more than
50% of the equity or assets of the Company to an individual,
entity, or group of related individuals or entities, EPIP will
be funded in an amount equal to 20% of aggregate individual
EPIP target amounts.





ALLOCATION OF AWARDS





	•  	Accrual of funding will occur based on achievement of corporate
financial performance targets and/or the occurrence of a
qualifying Business Combination. Accruals will not be reduced
in subsequent periods based on failure to achieve corporate
financial targets in such subsequent periods.






	•  	Preliminary allocation of EPIP funding toward individual
incentive awards will accrue quarterly based on achievement of
Board-approved corporate financial performance objectives. For
each quarter, funding (if any) will increase by an amount equal
to the lesser of (a) the funding amount determined based on the
results for such quarter, and (b) the difference (but not less
than zero) between (i) the aggregate funding for all prior
quarters of the fiscal year and (ii) the funding amount
determined based on year-to-date results for the most recently
completed quarter.






	•  	Preliminary allocation of EPIP funding for corporate
transaction incentive awards will accrue upon closing of a
qualifying Business Combination.




 









 










INDIVIDUAL INCENTIVE AWARDS





	 	•  	Actual EPIP incentive awards will be based on:






	 	ü	 Achievement of the Company’s financial performance objectives;
	 
	 	ü	Achievement of departmental Key Performance Indicators (“KPI’s”) and/or individual
goals and objectives;
	 
	 	ü	The occurrence of a qualifying corporate transaction;
	 
	 	ü	Individual target bonus levels; and
	 
	 	ü	Position/Job Level.






	 	•  	Based on assigned Tier, and subject to funding criteria being met and satisfaction of
all other terms and conditions set forth in this plan, actual incentive awards that are
funded based on achievement of corporate financial performance targets will be based on a
combination of Company and Departmental KPI’s/Individual performance.





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Incentive Target Distribution	 
	Metric	 	Tier I	 	 	Tier II	 	 	Tier III	 	 	Tier IV	 	 	Tier V	 
	Company Performance
	 	 	 100	%	 	 	90	%	 	 	80	%	 	 	75	%	 	 	70	%
	 
	Dept KPI / Individual Performance
	 	 	 0	%	 	 	10	%	 	 	20	%	 	 	25	%	 	 	30	%
	 
	Total
	 	 	100	%	 	 	100	%	 	 	100	%	 	 	100	%	 	 	100	%







	   	Example: a Software Engineer Manager in Tier IV might have an incentive of 30% of base
salary, of which 75% depends on Company performance and 25% depends on Departmental
KPI’s/Individual Performance.





PRORATION FACTORS





	•  	Individual annual incentive awards will be prorated for partial years in the following
situations:






	ü     	 Employees who were hired during the plan’s year and who have at least 60 days of active
service in an eligible position.






	ü     	 Employees who were transferred from ineligible to eligible positions during the plan’s
year and who have at least 60 days of active service in the eligible position within year.






	ü     	Employees who transferred between positions for which the incentive plans are different,
and who have at least 60 days of active service in an eligible position within the year,
will have their bonuses prorated based on length of time in each eligible position.




 









 












	ü     	 Employees who were eligible for the plan, terminated their employment, and were rehired
into plan-eligible positions during the plan year.






	•  	Incentive awards will be prorated on a weekly
basis, not on working days during any given
performance measurement period.





PAYMENT SCHEDULE





	•  	Payment of annual incentive awards, if any, which
are funded based on achievement of corporate
financial performance objectives, will be made
following the end of the defined plan year and the
Company’s announcement of financial results for the
full year, determination by the Board of Directors
of the achievement of established metrics and
funding of the plan, and determination by
management of the degree to which Departmental
KPI’s and individual goals have been achieved, but
in any event no later than March 15 of the
following year.






	•  	Payment of incentive awards funded based on closing
of a qualifying Business Combination will be made
to participants (who were participants on the date
said Business Combination was consummated) on the
earliest of (i) the date that annual EPIP payments
are made based on corporate financial performance
(ii) March 15 of the next calendar year after the
transaction, and (iii) within five business days of
the date the Participant’s employment with the
Company is terminated, other than voluntarily by
the Participant or for cause by the Company.





ADDITIONAL TERMS AND CONDITIONS – 2005 EPIP





	•  	Base Salary: A Participant’s base salary in effect
on the last Friday of the fiscal year will be used
for the purpose of EPIP calculations.






	•  	Incentive Target: a participant’s target incentive
bonus, expressed as a percentage of base salary, in
effect on the last Friday of the fiscal year will
be used for the purpose of award calculations.






	•  	Eligibility: Employees become eligible to
participate in this plan on the date they become
actively employed in an eligible position.
Eligible positions are specifically identified by
HR and may change from time to time in Enterasys’
sole discretion. Employee must be a plan
participant for a minimum of 60 days to be eligible
to receive an award.






	•  	Performance Notice: Plan participants placed on a
Performance Improvement Notice during the plan year
are not guaranteed to receive an award under any
circumstance.






	•  	Termination : Plan participants who
terminate employment voluntarily or involuntarily
prior to payment date will not receive an EPIP
award based on corporate financial performance or
departmental/individual performance. Participants
who terminate employment voluntarily or whose
employment is terminated by the company for cause
are not eligible for any awards under this Plan.




 









 












	•  	Leave of Absence: Awards will be prorated based on
number of weeks worked during the plan year and
paid upon return for those Plan participants on
Leave of Absence.






	•  	Funding: All payments are from funds made available
to the plan as prescribed by this document and any
addendum hereto and in accordance with performance
against pre-established goals and objectives.






	•  	Discretionary Awards: Awards are not guaranteed
compensation and employees eligible to participate
in the plan are not guaranteed to receive any
award.






	•  	Tax Related Liabilities: Participants are
responsible for determining the tax consequences
for incentive awards, which will be subject to
appropriate withholding by the Company.






	•  	Payment Disputes: Plan participants agree that
payment disputes, including but not limited to
disputes relating to promotions, demotions, changes
in positions, prorating of payment, must be
submitted within 30 days of the earlier of (i)
notice of the amount of any earned award, and (ii)
check receipt.






	•  	Acknowledgement of Receipt: Plan participants shall
receive access to a copy of the plan document or a
communication outlining plan criteria and
guidelines.






	•  	No Contract of Employment: Participation in this
plan does not constitute a guarantee of employment
in any way, for any given performance period or
other time period.






	•  	Plan Changes: The Company reserves the right to
revise or terminate this plan, with or without
notice, at any time for any reason it deems
appropriate, provided however that Plan provisions
relating to incentive awards based on qualifying
Business Combination may not be amended from and
after the consummation of such a Business
Combination.