2012 Executive Bonus Plan



 Exhibit 10.15 

 
 



 
 2012 Executive Bonus Plan (EBP) 

Document Version: 1a 
 



 
  

			
	Company Confidential	  	Document Version: 1a
	Draft Date: 28/11/2012	  	










			
	 2012 Executive Bonus
	  	





  

 For more information on Mavenir Systems, visit our Web site: 

http://www.mavenir.com/ 
 Every reasonable
effort has been made to ensure the information and procedures detailed in this document are complete and accurate at the time of printing. However, information contained in this document is subject to change without notice. 

© 2011 Mavenir Systems Inc. 

  

			
	 Company Confidential
	  	Document Version: 1a
	 Print Date: 20/08/2012
	  	











			
	 2012 Executive Bonus
	  	





  

 Contents 
  

					
	 1 Introduction
	  	 	1	 
	 1.1 Document Goal
	  	 	1	 
	 1.2 Intended Audience
	  	 	1	 
	 1.3 Objective
	  	 	1	 
	 1.4 Plan Administration
	  	 	1	 
	 1.5 Glossary
	  	 	1	 
	 2 Eligibility
	  	 	2	 
	 2.1 EBP Ranges
	  	 	2	 
	 3 Plan Components
	  	 	4	 
	 3.1 Maximum EBP Potential
	  	 	4	 
	 3.2 Business Targets
	  	 	4	 
	 3.2.1 Pro-rated achievement and thresholds
	  	 	4	 
	 3.2.1 Graphs showing %s for pro rata achievement
	  	 	5	 
	 Graph to show % of MBP allocated for different Revenue Achievements
	  	 	5	  
	 Graph to show % of MBP allocated for different Operatign Income Achievements
	  	 	5	  
	 3.3 Individual performance - Management Objectives
	  	 	6	 
	 4 Payment Calculation
	  	 	7	 
	 4.1.1 Example 1
	  	 	7	 
	 4.1.2 Example 2
	  	 	7	 
	 4.1.3 Example 3
	  	 	8	 
	 4.1.4 Example 4
	  	 	8	 
	 5 Bonus Payments
	  	 	9	 
	 6 General Provisions
	  	 	10	 
	 6.1 Employment
	  	 	10	 
	 6.2 Tax & Social Security Liabilities
	  	 	10	 
	 6.3 Modifications, Suspension or Termination
	  	 	10	 
	 6.4 Terminations
	  	 	10	 
	 6.5 Events
	  	 	10	 
	 6.6 Other Agreements
	  	 	10	 
	 6.7 Administrative Guidelines
	  	 	10	 


  

			
	 Company Confidential
	  	i
	 Print Date: 20/08/2012
	  	











			
	 2012 Executive Bonus
	  	





  

 Document History 

 

							
	 Issue
	 	 Date
	 	 Change summary
	 	 Owner

	 1a
	 	14/05/2012	 	First Version of 2012 Executive Bonus Plan	 	Carolyn Turner

 Changes since last issue 
  

							
	 Document control
	  		  		  	
				
	 Owner:
	  	Carolyn Turner	  	Approver:	  	Terry Hungle
	 Owner title:
	  	VP Human Resources	  	Approver title:	  	CFO
	 Doc file name:
	  	Mavenir Executive Bonus Plan.doc	  		  	
	 Document date:
	  	14th May 2012	  		  	


  

			
	 Company Confidential
	  	ii
	 Print Date: 20/08/2012
	  	











			
		  	





  


	1	Introduction 

  

	1.1	Document Goal 

 This
document defines the details of the Mavenir Systems 2012 Bonus Plan (Plan) for Executives. 
  

	1.2	Intended Audience 

 All
Executives whose contractual terms & conditions indicate that they are eligible to participate in the Plan. 
  

	1.3	Objective 

 The aim of the
Plan is to link individual and company performance to remuneration in order to foster a high performance environment. And it encourages individuals to focus on what they can influence whilst keeping any payments aligned with the overall financial
success of the Company. 
  

	1.4	Plan Administration 

 The
Plan shall be administered by a bonus committee consisting CEO, CFO and VP Human Resources. The Committee in its sole discretion shall determine the calculation of payments awarded as described herein. All decisions of the committee are final and
binding. 
 EBP payments are made on an annual basis according to the Company’s and the Individual’s performance. The
fact EBP payments are paid in one year sets no precedent that they will be paid in subsequent years. 
 All EBP payments are
discretionary and subject to Board approval. The Company reserves the right to alter this plan, including the level of any payout, at any time. 
  

	1.5	Glossary 

 Table 1 Document
Glossary 
  

			
	 Item
	  	 Definition

	 CEO
	  	Chief Executive Officer of the Company
	 CFO
	  	Chief Financial Officer of the Company
	 EBP
	  	2012 Executive Bonus Plan
	 MBP
	  	Maximum Bonus Potential
	 IP
	  	Individual Performance against Management Objectives
	 Company
	  	Mavenir Systems, Inc.
	 HRO
	  	Human Resources Office
	 Participant
	  	A person eligible to participate in the Plan


  

			
	 Company Confidential
	  	1
	 Print Date: 20/08/2012
	  	











			
	 2012 Executive Bonus
	  	





  


	2	Eligibility 

 Staff
classified as Executives by the Board are eligible for the Plan. If so, eligibility will be defined in the contractual terms and conditions of the employee. 
 Eligibility in a previous calendar year sets no precedent for eligibility in any future calendar year. 
 The VP Human Resources is responsible for establishing lists of eligible employees and sending them an information letter detailing starting date and incentive range for each calendar year. All eligible
executives in a given calendar year will be notified in writing. 
 The Plan is payable to all eligible employees who are
(actively) on payroll and have not tendered their resignation prior to the date the payment is made for the reference year. Any employee leaving the Company before the payment date is not eligible for EBP payment for the previous reference year.

 The EBP bonus is pro-rated over the eligibility period for complete months worked in the reference
year, i.e. should an employee become EBP eligible on March 10th, the EBP would be calculated based on 9 months of annual EBP entitlement. 
 Sales
and Business Development Executives are not eligible for the EBP. They are compensated via the Sales Incentive Plan (SIP)  
 Bonus schemes are mutually exclusive. No employee can be eligible for a full EBP and full SIP. However, dual EBP/SIP arrangements may be put in place for certain roles. In such instances the details will
be confirmed in writing to the individual. 
  

	2.1	EBP Ranges 

 Maximum EBP
amounts vary by position usually varying between 15% and 30% of annual base salary as determined by an individual’s contractual terms and conditions. The Board are responsible for agreeing EBP ranges for executives. 

The EBP range depends on role, organizational level of the employee and local market practices. 

  

			
	 Company Confidential
	  	2
	 Print Date: 20/08/2012
	  	











			
	 2012 Executive Bonus
	  	





  


	3	Plan Components 

 The
breakdown of the Plan components for executives are as follows: 
  

	 	•	 	 The eligible employee’s Maximum Bonus Potential amount (MBP) 



 

	 	•	 	 Business Revenue Achievements (RA) and Operating Income Achievements (OIA) 



 

	 	•	 	 Individual Performance (IP) against management objectives 



 

	3.1	Maximum EBP Potential 

 For EBP payment calculations, Maximum Bonus Potential (MBP) in local currency is as specified in the eligible employee’s employment terms and conditions and any % based on the employee’s base
compensation as of 31st December of the reference
year. 
  

	3.2	Business Targets 


Business targets and performance against Management objectives are used as factors in calculating the EBP payment. Components are

  

	 	•	 	 Revenue Achievement (RA) 


  

	 	•	 	 Operating Income Achievement (OIA) 


  

	 	•	 	 Performance Against Management Objectives (IP) 


 Table 2 Weightings of components and targets 
  

									
	 Achievement
	  	Percentage of MBP	 	 	2012 Target	 
	 Annual revenue target
	  	 	50	% 	 	US$	90m	  
			
	 Operating Income
	  	 	30	% 	 	US$	3m	  
	 Management Objectives
	  	 	20	% 	 			

  

	 	3.2.1	Pro-rated achievement and thresholds 

 Achievement of the Revenue target would result in 50% of the MBP being allocated for payment. 
 Achievement of the Operating Income target would result in 30% of the MBP being allocated for payment. 
 There are minimum thresholds for payment against revenue and operating income achievement. 
  

	 	•	 	 Minimum revenue threshold for payment = 90% of revenue target (i.e. $81M for 2012) 



 

	 	•	 	 Minimum Operating income threshold for payment = $1 


 Achievement of minimum threshold pays 0.5 of the associated MBP %s , i.e. 25% for revenue and 15% for operating income. Payment increases linearly from these levels to 100% achievement of target.


  

			
	 Company Confidential
	  	4
	 Print Date: 20/08/2012
	  	











			
	 2012 Executive Bonus
	  	





  

 < 90% achievement of the revenue target will result in no payment for revenue
achievement being allocated. 
 Achievement of <$1 operating income will result in no payment for operating income achievement
being allocated. 
 Payment for between 100% and 120% achievement of the revenue target (i.e. for 2012 between US$90m and
US$108m) is calculated on a linear pro rata basis from 100% subject to a maximum threshold of 200% for 120% of revenue achievement. A revenue achievement of >=120% (i.e. >= US$108m for 2012) would result in double the revenue % of MBP being
allocated.(i.e. 100%) 
 Payment for >100% achievement of the operating income target is calculated on a linear pro rata basis
from 100% subject to a maximum threshold of 200% achievement. A operating income achievement of >=200% (i.e >= US$6m for 2012) would result in double the operating income % of MBP being allocated. (i.e. 60%). 

 

	 	3.2.1	Graphs showing %s for pro rata achievement 

 Graph to show % of MBP allocated for different Revenue Achievements 
  





 
 Graph to show % of MBP allocated for different Operating Income Achievements 

 
 



 

  

			
	 Company Confidential
	  	5
	 Print Date: 20/08/2012
	  	











			
	 2012 Executive Bonus
	  	





  


	3.3	Individual performance—Management Objectives 

 At the beginning of each year between 2 and 4 objectives will be agreed in writing with each executive and approved by the Board. At the end of each financial year % achievement against these objectives
(IP) will be judged by CEO and CFO. 
 The maximum individual achievement factor is 20%. The minimum achievement factor is 0%.


  

			
	 Company Confidential
	  	6
	 Print Date: 20/08/2012
	  	











			
	 2012 Executive Bonus
	  	





  


	4	Payment Calculation 

 For
a given year an individual’s annual EBP payment is calculated as follows: 
 EBP Payment = MBP * (RA%+OIA% +IP%) 

Where: 
 MBP =
Maximum Bonus Potential 
 RA% = Revenue achievement % 
 OIA% = Operating Income achievement % 
 IP% = % awarded for individual achievement
of management objectives 
 The Revenue and Operating Income figures will be as published for end of year accounts. 

Some examples calculations are given below—it may help to refer to the graphs shown in section 3.2.1. 

Example 1 

Table 3 Example 1 
  

			
	 Criteria
	  	 Figures

	 Maximum Bonus Potential (MBP)
	  	$10,000
	 Revenue achieved (RA)
	  	US$99m (110% of target)
	 Revenue achievement % paid (RA%)
	  	75%
	 Operating Income achieved (OI)
	  	US$3.75m (125% of target) gives factor =1.25
	 Operating Income achievement % (OI%)
	  	1.25*30%=37.5%
	 Individual Achievement against MBOs (IP)
	  	16% (80%of 20)
	 Bonus calculation
	  	10,000 * (75%+37.5%+ 16%)
	 Bonus paid
	  	US$12850

  

	 	4.1.1	Example 2 

 Table 4
Example 2 
  

			
	 Criteria
	  	 Figures

	 Maximum Bonus Potential (MBP)
	  	$10,000
	 Revenue achieved (RA)
	  	US$81m (90% of target)
	 Revenue achievement % (RA%)
	  	0.5 * 50%= 25%
	 Operating Income achieved (OI)
	  	US$0m
	 Operating Income achievement % (OI%)
	  	0
	 Individual Achievement against MBOs (IP)
	  	15% (75% of 20%)
	 Bonus calculation
	  	10,000 * (25%+0% + 15%)
	 Bonus paid
	  	US$4,000


  

			
	 Company Confidential
	  	7
	 Print Date: 20/08/2012
	  	











			
	 2012 Executive Bonus
	  	





  


	 	4.1.2	Example 3 

 Table 5
Example 3 
  

			
	 Criteria
	  	 Figures

	 Maximum Bonus Potential (MBP)
	  	$10,000
	 Revenue achieved (RA)
	  	US$85.5m (95% of target)
	 Revenue achievement % paid (RA%)
	  	37.5%
	 Operating Income achieved (OI)
	  	US$2.25m (75% of target)
	 Operating Income achievement % (OI%)
	  	26.25%
	 Individual Achievement (IP)
	  	10%(50% of 20%)
	 Bonus calculation
	  	10,000 * (37.5%+26.25%+10%)
	 Bonus paid
	  	US$7,375

  

	 	4.1.3	Example 4 

 Table 6
Example 4 
  

			
	 Criteria
	  	 Figures

	 Maximum Bonus Potential (MBP)
	  	$10,000
	 Revenue achieved (RA)
	  	US$225m (250% of target)
	 Revenue achievement % paid (RA%)
	  	2 * 50% = 100%
	 Operating Income achieved (OI)
	  	US$6m (200% of target)
	 Operating Income achievement % (OI%)
	  	2 * 30% = 60%
	 Individual Achievement (IP)
	  	18% (90% of 20%)
	 Bonus calculation
	  	10,000 * (100%+60%+18%)
	 Bonus paid
	  	US$17,800


  

			
	 Company Confidential
	  	8
	 Print Date: 20/08/2012
	  	











			
	 2012 Executive Bonus
	  	





  


	5	Bonus Payments 

 EBP
payments are made after the previous year’s financial results have been confirmed and the Board has approved the associated EBP payments. Payments are targeted to be made in the February payroll but this is not guaranteed. 

All EBP payments are subject to Board approval. There is no entitlement to payout for pro-rated achievement. 

  

			
	 Company Confidential
	  	9
	 Print Date: 20/08/2012
	  	











			
	 2012 Executive Bonus
	  	





  


	6	General Provisions 

  

	6.1	Employment 

 This Plan
shall not be construed to create a contract of employment between the Company and the Plan Participant. This Plan does not replace or modify any components of the Plan Participant’s individual Employment Agreement with the Company. 

 

	6.2	Tax & Social Security Liabilities 

 Deductions for tax and social security liabilities will be calculated and withheld from all commissions, bonuses, and other incentives as appropriate to country and/or local requirements. 

 

	6.3	Modifications, Suspension or Termination 

 The CEO of Mavenir Systems reserves the right to modify, suspend, or terminate this plan, in writing, without advance notice to Plan Participants. 

 

	6.4	Terminations 

 When a Plan
participant’s employment is terminated by the Company without cause after the end of the reference year but prior to the payment of EBP payments for the year any amount due to the Plan participants will be calculated and paid as per the terms
of the Plan. 
  

	6.5	Events 

 Any event not
previously described or anticipated by this plan will be reviewed by the CEO of Mavenir Systems. 
  

	6.6	Other Agreements 

 The
Plan, including any amendment hereto, constitutes the entire understanding of the Company and the Plan Participant with respect to bonus incentives and cancels and supersedes all other agreements relating to such compensation. 

 

	6.7	Administrative Guidelines 


If any provision of the Plan is found to be void or unenforceable by a Court of Law, it shall be amended or deleted and the remainder of
the Plan shall remain in full force and effect. 

  

			
	 Company Confidential
	  	10
	 Print Date: 20/08/2012