ex10-1.htm


    
      

    

    Exhibit
10.1

     

    TurboChef
Technologies, Inc

    2007
Incentive-Based Compensation Plan


    


    The
fundamental objectives of TurboChef’s 2007 Incentive-Based Compensation Plan are
to ensure that employees are compensated and provided incentives in a way that
advances both the short- & long-term interests of the shareholders while
also ensuring we are able to attract and retain qualified
employees.

    


    TurboChef
approaches this objective with four key components:

    


    
      	
               
      

            	
              ·

            	
              Base
      salary

            


    

    
      	
               
      

            	
              ·

            	
              Performance-based
      annual bonus payable in cash or
stock

            


    

    
      	
               
      

            	
              ·

            	
              Periodic
      (generally annual) grants of long-term stock-based compensation which will
      be granted in the form of restricted stock units which are subject to time
      based vesting requirements.

            


    

    
      	
               
      

            	
              ·

            	
              Performance-based
      additional annual bonus that is achieved by exceeding forecasted results
      or other qualitative measures, which may be payable in cash, stock or
      stock equivalent units.

            


    

    


    Performance-based
Annual Bonus

    


    The
primary objective of the Performance-based Annual Bonus is to reward an
employee’s contribution to the achievement of performance related
goals.  Determination of an employee’s achievement of the annual bonus
will be measured against the following criteria which are set out in more detail
in Exhibit A:  Achievement of (1) divisional goals; and (2) overall
Company performance goals for the year.

    


    Performance-based
Annual Bonuses are earned under different criteria, depending upon in which
bonus category an employee falls.  Eligibility categories are
Commercial, Residential, Marketing and Corporate.  Category
assignments are indicated in Exhibit A.

    


    Bonus-eligible
employees falling within Commercial and Corporate categories shall be eligible
for Performance-based Annual Bonuses under a formula based upon the Company
attaining EBITDA and revenue measures per category for 2007 as set forth in
Exhibit A.   If such specific EBITDA and revenue targets for 2007
are not attained, the Compensation Committee will consider for approval an
alternative proposal management may offer for bonuses within Commercial and
Corporate categories, but only if the proposal is based upon actual EBITDA and
revenue results compared to the targets as well as other qualitative and
quantitative factors that would reasonably support such approval.

    


    Bonus-eligible
employees falling within Residential and Marketing categories shall be eligible
for Performance-based Annual Bonuses under a subjective analysis of qualitative
and quantitative measures, taking into account the Company’s EBITDA measures per
category for 2007 set forth in Exhibit A.  The Compensation Committee
will consider for approval management’s proposal for such bonuses under these
guidelines.

     

     

     

     

     

    
      
        

      

      [*********]  Material
omitted pursuant to a request for confidential treatment under Rule 24b-2 of the
Exchange Act of 1934; filed separately with the Securities and Exchange
Commission.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Long-Term
stock-based Compensation 

    


    The
primary objective of annual grants of long-term stock-based Compensation is
retention of key employees.  Restricted Stock Units will be granted to
employees who are identified as key employees.  The RSU will vest over
5 years annually, as described in Exhibit B.  The list of key
employee’s as determined by management is attached in Exhibit B.

    


    Performance-based
Additional Annual Bonus, Achieved by Exceeding Budgeted Results or other
Measures

    


    The
Company realizes the importance of recognizing employees whose contribution has
been paramount in creating business or financial results that exceeded the
Company’s expectations and projections.  In an effort to recognize
those individuals the Company will disburse a Performance-based Additional
Annual Bonus that is in addition to the Performance-based Annual Bonus discussed
above.  This Bonus will be payable in cash, stock or stock equivalent
units.

    


    Like the
Performance-based Annual Bonuses, the Performance-based Additional Annual
Bonuses may be earned by employees falling within the Commercial and Corporate
categories through attainment of certain specific measurable targets as set
forth in Exhibit C.  Performance-based Additional Annual Bonuses may
be earned by employees falling within the Residential or Marketing categories
under a subjective analysis of qualitative and quantitative measures, taking
into account the Company exceeding budgeted category EBITDA measures for
2007.  The Compensation Committee will consider for approval
management’s proposal for such additional bonuses for the Residential and
Marketing categories under these guidelines.

     

     

     

     

     

    
      

    

    
      [*********]  Material
omitted pursuant to a request for confidential treatment under Rule 24b-2 of the
Exchange Act of 1934; filed separately with the Securities and Exchange
Commission.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    EXHIBIT
A

    


    Performance-based
Annual Bonus Calculation

    All cash
bonus eligible employees have an allocated amount of additional cash
compensation that can be earned based on favorable financial results or other
qualitative measures.  For 2007 the budgeted EBITDA* and revenue for
each category is as follows:

    


    
      
        	 
      	
                EBITDA

              	
                REVENUE

              
	
                Consolidated

              	
                (5,429,856)

              	 
      
	
                Commercial

              	
                13,277,779

              	
                81,487,246

              
	
                Residential

              	
                (1,384,226)

              	 
      
	
                Marketing

              	
                (9,012,370)

              	 
      


      

    

    


    *For these compensation plan purposes,
EBITDA shall be calculated exclusive of extraordinary items (such as costs of
the options investigation and possible recovery of MSI receivable).

    


    The
calculation for a Commercial employee’s bonus is 80% of their potential
allocation upon achievement of their category’s budgeted EBITDA and revenue
targets and the remaining 20% if the Consolidated EBITDA target is
met.  A Corporate employee’s bonus will be calculated with 25% coming
from achievement of each of the three categories’ EBITDA and revenue (if
applicable) results and the remaining 25% from hitting the Consolidated
target.  Employees falling within the Residential and Marketing
categories may receive a bonus determined by the Compensation Committee upon
recommendation of management by an analysis of qualitative and quantitative
measures, including the category budgeted EBITDA.

     

    
      
        
          
            
              
                
                  
                    
                      	 	
                              Last
      Name First Name

                            	
                              Division

                            	
                               2007
      Cash Bonus Potential

                            	
                               Last
      Name First Name

                            	
                              Division

                            	
                               2007
      Cash Bonus Potential

                            
	 	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                              Lehr,
      Paul

                            	
                              Commercial

                            	
                                                  50,000

                            	
                              [*********]

                            	
                              [*********]

                            	
                              [*********]

                            
	 	
                              Perlman,
      Richard

                            	
                              Corporate

                            	
                                                  75,000

                            	 
      	 
      	 
      
	 	
                              Price,
      James

                            	
                              Corporate

                            	
                                                  75,000

                            	 
      	 
      	 
      
	 	
                              Cochran,
      James

                            	
                              Corporate

                            	
                                                  30,000

                            	 
      	 
      	 
      
	 	
                              Beshara,
      Stephen

                            	
                              Marketing

                            	
                                                  50,000

                            	 
      	 
      	 
      
	 	
                              McGrain,
      Joseph

                            	
                              Residential

                            	
                                                  30,000

                            	 
      	 
      	 
      
	 	
                              [*********]

                            	
                              [*********]

                            	
                              [*********]

                            	 
      	 
      	 
      


                    

                  

                

              

            

          

        

      

      
         

         

         

         

         

        
          
            

          

          [*********]  Material
omitted pursuant to a request for confidential treatment under Rule 24b-2 of the
Exchange Act of 1934; filed separately with the Securities and Exchange
Commission.

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

        

      

    

    EXHIBIT
B

    


    The 2007
RSU grant will be a total of 545,000 RSU.  All RSU are granted with a
vesting of one-fifth of the number of shares each March 10, beginning March 10,
2008.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Name

                                      	
                                        Division

                                      	
                                         2007
      RSU Grant

                                      	 
      	
                                        Name

                                      	
                                        Division

                                      	
                                         2007
      RSU Grant

                                      
	
                                        McGrain,
      Joseph

                                      	
                                        Residential

                                      	
                                                         12,000

                                      	 
      	
                                        [*********]

                                      	
                                        [*********]

                                      	
                                        [*********]

                                      
	
                                        Cochran,
      James

                                      	
                                        Corporate

                                      	
                                                         20,000

                                      	 
      	 
      	 
      	 
      
	
                                        Perlman,
      Richard

                                      	
                                        Corporate

                                      	
                                                         58,000

                                      	 
      	 
      	 
      	 
      
	
                                        Price,
      James

                                      	
                                        Corporate

                                      	
                                                         58,000

                                      	 
      	 
      	 
      	 
      
	
                                        Lehr,
      Paul

                                      	
                                        Commercial

                                      	
                                                         66,000

                                      	 
      	 
      	 
      	 
      
	
                                        Beshara,
      Stephen

                                      	
                                        Marketing

                                      	
                                                         66,000

                                      	 
      	 
      	 
      	 
      
	
                                        [*********]

                                      	
                                        [*********]

                                      	
                                        [*********]

                                      	 
      	 
      	 
      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

     

     

     

    
      
        

      

      [*********]  Material
omitted pursuant to a request for confidential treatment under Rule 24b-2 of the
Exchange Act of 1934; filed separately with the Securities and Exchange
Commission.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
C

    


    There are
two thresholds for attainment of the Performance-based Additional Annual Bonus
for employees falling within Commercial and Corporate categories.  If
a category result is 15% to less than 25% better than the budgeted EBITDA
amounts, then there will be an additional bonus equal to 15% of the additional
EBITDA.  If the actual results are a 25% or greater improvement over
budgeted EBITDA, then the additional bonus will equal 25% of the additional
EBITDA.  For Commercial, this calculation would be based upon
Commercial results only.  For Corporate, this calculation would be
based upon the same 25% per category blending of results as the
Performance-based Annual Bonus.

    


    For
employees falling within Residential and Marketing categories, the additional
bonus would be determined under a subjective analysis of qualitative and
quantitative results, with the 25% of additional EBITDA measure in the chart
below serving as a maximum measure of possible additional bonus.  The
Compensation Committee would determine whether an additional bonus is earned
after consideration of a proposal for such by management, but only if the
proposal is based upon actual EBITDA results compared to the targets and
additional bonus guidelines in the chart below as well as other qualitative and
quantitative factors that would reasonably support such approval.

    


    The
additional bonus amount will be distributed subject to final approval of
allocations by the Compensation Committee.  Examples below assume a
payout in stock.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        	 	 
      	 
      	
                                                                                 Scenario
      1 (15% Overage)

                                                                              
	 	
                                                                                Division

                                                                              	
                                                                                2007
      Budgeted EBITDA

                                                                              	
                                                                                Actual
      EBITDA

                                                                              	
                                                                                EBITDA
      > Budget

                                                                              	
                                                                                Stock
      @ 

                                                                                $[*********]/Share

                                                                              	
                                                                                Expense
      for 

                                                                                Performance
      Bonus

                                                                              
	 	
                                                                                Consolidated

                                                                              	
                                                                                (5,429,856)

                                                                              	
                                                                                [*********]

                                                                              	
                                                                                [*********]

                                                                              	
                                                                                [*********]

                                                                              	
                                                                                [*********]

                                                                              
	 	
                                                                                Commercial

                                                                              	
                                                                                13,277,779

                                                                              	
                                                                                [*********]

                                                                              	
                                                                                [*********]

                                                                              	
                                                                                [*********]

                                                                              	
                                                                                [*********]

                                                                              
	 	 
      	 
      	 
      	 
      	 
      	 
      
	 	 
      	 
      	 
      	 
      	 
      	 
      
	 	 
      	 
      	
                                                                                 Scenario
      2 (25% Overage)

                                                                              
	 	
                                                                                Division

                                                                              	
                                                                                2007
      Budgeted EBITDA

                                                                              	
                                                                                Actual
      EBITDA

                                                                              	
                                                                                EBITDA
      > Budget

                                                                              	
                                                                                Stock
      @ 

                                                                                $[*********]/Share

                                                                              	
                                                                                Expense
      for 

                                                                                Performance
      Bonus

                                                                              
	 	
                                                                                Consolidated

                                                                              	
                                                                                (5,429,856)

                                                                              	
                                                                                [*********]

                                                                              	
                                                                                [*********]

                                                                              	
                                                                                [*********]

                                                                              	
                                                                                [*********]

                                                                              
	 	
                                                                                Commercial

                                                                              	
                                                                                13,277,779

                                                                              	
                                                                                [*********]

                                                                              	
                                                                                [*********]

                                                                              	
                                                                                [*********]

                                                                              	
                                                                                [*********]

                                                                              
	 	
                                                                                Residential

                                                                              	
                                                                                (1,384,226)

                                                                              	
                                                                                [*********]

                                                                              	
                                                                                [*********]

                                                                              	
                                                                                [*********]

                                                                              	
                                                                                [*********]

                                                                              
	 	
                                                                                Marketing

                                                                              	
                                                                                (9,012,370)

                                                                              	
                                                                                [*********]

                                                                              	
                                                                                [*********]

                                                                              	
                                                                                [*********]

                                                                              	
                                                                                [*********]

                                                                              


                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

     

     

     

    
      
        

      

      [*********]  Material
omitted pursuant to a request for confidential treatment under Rule 24b-2 of the
Exchange Act of 1934; filed separately with the Securities and Exchange
Commission.