Exhibit 10.1







Exhibit 10.1




CONSTAR INTERNATIONAL INC.

ANNUAL BONUS PLAN











 


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CONSTAR INTERNATIONAL INC.

ANNUAL BONUS PLAN

ARTICLE I

PURPOSES AND EFFECTIVE DATE




1.1. Purpose. The purposes of the Plan are to enhance the ability of the Company to attract, reward and
retain highly-qualified Employees, and to align Employee and shareholder interests by linking annual incentive
compensation to the performance of the Company.



1.2. Effective Date. The Plan shall be effective upon approval of the Plan by the Board.



ARTICLE II

DEFINITIONS




As used herein, the following terms shall have the following meanings:



2.1. “Affiliate” means any entity other than the Subsidiaries in which the Company has a substantial
direct or indirect ownership interest, as determined by the Board.



2.2. “Award Opportunity” means the range of possible Bonus Awards, which a Participant may earn under the
Plan, as established by the Committee pursuant to Article IV.



2.3. “Base Salary” means the regular base salary earned by a Participant during the Plan Year.


 


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2.4. “Beneficiary” means the person(s), trust(s) or other entities, the Participant designates, in
accordance with procedures established by the Committee, to receive any benefits under the Plan after the death of the
Participant.



2.5. “Board” means the Board of Directors of the Company.



2.6. “Bonus Award” means the compensation payable to a Participant under the Plan, as determined by the
Committee.



2.7. “Code” means the Internal Revenue Code of 1986, as amended from time to time.



2.8. “Committee” means the Compensation Committee of the Board.



2.9. “Company” means Constar International Inc., a Delaware corporation, or any successor corporation.



2.10. “Disability” means an Employee’s inability to render, for a period of six consecutive months,
services to the Employer by reason of permanent disability, as determined by the written medical opinion of an
independent medical physician reasonably acceptable to the Employer. In no event shall an Employee be considered
disabled for the purposes of this Plan unless the Employee is deemed disabled pursuant to the Employer’s long-term
disability plan, if one is maintained by the Employer at the time of the claimed disability.



2.11. “Employee” means any employee of the Employer including a director who is such an employee.


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2.12. “Employer” means the Company, its successors and assigns, and any Subsidiary, and any organization
into which an Employer may be merged or consolidated or to which all or substantially all of its assets may be
transferred.



2.13. “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.



2.14. “Executive Officer” means an officer, as defined in Rule 16a-1(f) promulgated under the Exchange
Act, of the Company.



2.15. “Plan” means the Constar International Inc. Annual Bonus Plan as set forth herein and as amended
from time to time.



2.16. “Plan Year” means the calendar year.



2.17. “Participant” means an Employee who is participating in the Plan pursuant to Article III.



2.18. “Stock” means the common stock of the Company, par value $0.01 per share.



2.19. “Stock Plan” means the Constar International Inc. 2009 Equity Compensation Plan, as amended from
time to time.



2.20. “Subsidiary” means any subsidiary corporation of the Company within the meaning of section 424(f) of
the Code.


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2.21. “Target Incentive Award Percentage” means the percentage of Base Salary to be paid to a Participant
when the targeted level of performance is achieved, as established by the Committee.



ARTICLE III

ELIGIBILITY




Each Employee who is selected by the Committee shall be eligible to become a Participant as of the date designated
by the Committee and shall remain eligible at the sole discretion of the Committee.



ARTICLE IV

AWARD DETERMINATION




4.1. Performance Goals. Prior to the beginning of each Plan Year (or other performance period), or as
soon as practicable thereafter, the Committee shall approve or establish the performance or other goals for that Plan
Year, if any.



The goals be selected by the Committee are based on the criteria that are set forth on Schedule A attached
hereto and made a part hereof. The Committee shall have discretion to determine the specific minimum, target, and
maximum levels of performance with respect to each of the performance goals selected. Performance goals and criteria
and their relative weight may vary by job classification and/or on a Participant by Participant basis.


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The performance period with respect to which Bonus Awards may be payable under the Plan shall generally be the
Plan Year; provided, however, that the Committee shall have the authority and discretion to designate different
performance periods under the Plan.



Employees who are selected to participate in the Plan shall be notified of the performance goals and criteria and
the related Award Opportunities, if any, for the relevant Plan Year (or other performance period), as soon as
practicable.



4.2. Bonus Awards. Prior to the beginning of each Plan Year, or as soon as practicable thereafter, the
Committee may, if applicable, approve or establish the performance goal or standard for that Plan Year the Target
Incentive Award Percentage and the Award Opportunity for each Participant. Notwithstanding the foregoing, the
Committee shall retain full discretion, in the Committee’s sole judgment, to adjust such formula, if any, or the Target
Incentive Award Percentage and/or the Award Opportunity for any or all Participants and for any reason at any time
prior to payment of any Bonus Award hereunder. The Committee may alternatively or in conjunction therewith, make Bonus
Awards to any Employee hereunder that are solely discretionary.



4.3. Bonus Determinations. At the end of each Plan Year, Bonus Awards shall be determined by the
Committee for each Participant in accordance with the terms of this Plan, including the awarding of any discretionary
Bonus Awards. As stated above, the Committee shall have the sole discretion to adjust any Bonus Award otherwise
payable to any Participant in the Plan, including without limitation determining that no Bonus Award shall be paid to
any such Participant, regardless of whether a stated performance goal was attained or not.


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4.4. Annual Limitation. The maximum Bonus Award payable to a Participant for any Plan Year shall not
exceed 100% of the Participant’s Base Salary.



ARTICLE V

PAYMENT OF BONUS AWARDS




5.1. Form and Timing of Payment. Except as provided in Section 5.2, no Bonus Award shall be payable and
any Award Opportunity will be forfeited unless the Participant remains in the continuous employment of the Employer
until the earlier of: (a) the date on which such Bonus Award is actually paid or (b) the first business day of the
calendar year after the end of the calendar year to which the Bonus Award relates. Bonus Awards may be paid in cash,
Stock, or in such other forms as the Committee deems appropriate, including awards covered under the Stock Plan, if
permitted under applicable regulations under section 409A of the Code. However, no Bonus Award may be paid in the form
of equity unless the shares, options, or other type of equity are provided under a shareholder approved plan.



5.2. Payment upon Certain Terminations. In the event of a Participant’s death or Disability during a Plan
Year, a Bonus Award, if any, will be paid to the Participant or the Beneficiary, as the case may be, at such time as
bonuses are otherwise paid or provided to other participants in accordance with Section 5.1, notwithstanding the
foregoing, such payment will occur in the calendar year following the year in which the Participant’s death or
Disability occurs and shall be equal to the Bonus Award determined by the Committee with respect to such Participant
appropriately pro-rated based on the number of days in the Plan Year (or in such other period, as determined by the
Committee) prior to the Participant’s termination of employment over the number of days in the Plan Year (or in such
other period, as determined by the Committee). If the Participant has not designated a Beneficiary, or if no
Beneficiary survives the Participant, the Bonus Award, as determined above, shall be paid in a single sum to the
Participant’s estate.


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5.3. Adjustment; Repayment. The Committee will, at its discretion and to the extent permitted by
applicable law, have the sole and absolute authority to make retroactive reductions to a Bonus Award paid to an
Executive Officer under the Plan where the payment was predicated, in part, upon the achievement of certain financial
results that were subsequently the subject of a restatement by the Company. The amount of such reduction shall be the
difference between the Bonus Award paid and the Bonus Award as determined by the Committee based upon the restated
financial results; provided however that the amount of such reduction shall be no greater than the net after tax amount
of such Bonus Award actually received by the Participant. Where applicable, the Company will seek to recover any
amount determined to have been inappropriately received by the Executive Officer. In addition, in the event that the
Committee determines in its discretion that an Executive Officer has engaged in fraud or willful misconduct with
respect to the Company, whether or not such fraud or willful misconduct impacts the calculation of a Bonus Award
payable hereunder or requires the Company to restate its financial results, the Company may require the repayment of
all or a portion of a Bonus Award paid hereunder upon written demand to the Executive Officer. .



ARTICLE VI

ADMINISTRATION




6.1. Administration. The Plan will be administered by the Committee, and the Committee shall have full
discretionary authority to: (a) create and revise rules and procedures for the administration of the Plan; (b)
interpret the Plan and all related rules and procedures; (c) select Participants for the Plan; (d) determine each
Participant’s Target Incentive Award Percentage, if any; (e) resolve and determine all disputes or questions arising
under the Plan, including the power to determine the rights of Participants and Beneficiaries, and their respective
benefits, and to remedy any ambiguities, inconsistencies or omissions in the Plan; (e) delegate administration of the
Plan; (f) reduce, increase or eliminate any Award Opportunity granted hereunder to any Participant for any reason and
(g) take any other actions and make any other determinations as it may deem necessary and proper for the administration
of the Plan. Any expenses incurred in the administration of the Plan will be paid by the Employer.


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6.2. Authority. The administration of the Plan, including without limitation, all decisions and
determinations by the Committee shall be final and binding upon all Participants and Beneficiaries.



6.3. General. The Committee shall be entitled to rely conclusively upon, and shall be fully protected in
any action or omission taken by it in good faith reliance upon the advice or opinion of any persons, firms or agents
retained by it, including, without limitation, accountants, actuaries, counsel and other specialists. Nothing in this
Plan shall preclude the Employer from indemnifying the members of the Committee for all actions under this Plan, or
from purchasing liability insurance to protect such persons with respect to the Plan.



ARTICLE VII

EFFECTIVENESS; AMENDMENT AND TERMINATION




7.1. Effectiveness. The Plan shall be effective upon the approval by of the Board.



7.2. Amendment; Termination. The Board shall have the right to modify or amend the Plan at any time and
from time to time, and the Board shall have the right to discontinue or terminate the Plan at any time and from time to
time; provided, however, that no modification, amendment, discontinuance or termination may, without the consent of a
Participant, reduce the right of such Participant to a payment or distribution hereunder which he has already earned
and to which he is otherwise entitled (subject to the Committee’s unilateral authority to reduce or eliminate any Bonus
Award prior to payment thereof).


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ARTICLE VIII

MISCELLANEOUS




8.1. No Employment Right. Participation in the Plan does not give any Employee any right to be retained
in the employment of the Employer. Nothing in the Plan shall interfere with or limit in any way the right of the
Employer to change a Participant’s duties or character of employment or to terminate a Participant’s employment at any
time.



8.2. No Assignment. No benefits under the Plan shall be subject in any way to voluntary or involuntary
alienation, sale, transfer, assignment, pledge, attachment, garnishment, execution, or encumbrance, and any attempt to
accomplish the same shall be void.



8.3. Withholding. The Employer shall have the right to deduct from any Bonus Award made hereunder any
taxes required by law to be withheld from a Participant with respect to such payment.



8.4. Titles. The titles to articles and sections in this Plan are placed herein for convenience of
reference only, and the Plan is not to be construed by reference thereto.



8.5. Severability. In the event any provision of the Plan shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of the Plan and the Plan shall be construed
and enforced as if the illegal or invalid provision had not been included.


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8.6. Successors. All obligations of the Employer under the Plan shall be binding upon and inure to the
benefit of any successor to the Company, whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the
Employer.



8.7. Governing Law. Except to the extent preempted by applicable federal laws, the Plan shall be
construed according to the laws of the state of Delaware, other than its conflict of laws principles.



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SCHEDULE A

 

PERFORMANCE CRITERIA




The goals may be based upon any one or more of the following criteria, and may be based upon the performance of the
Company, its Subsidiaries or its Affiliates (or any business unit thereof) as measured on an absolute or relative
basis, including as measured against a group of peer companies or by a financial market index) and/or based upon
personal goals as determined by the Committee in its sole discretion. The Company, Subsidiary or its Affiliate (or any
business unit thereof) goals may consist of any of the following:





	 	(i)	 	Price of Stock
	 
	 	(ii)	 	Market Share
	 
	 	(iii)	 	Revenue
	 
	 	(iv)	 	Earnings per share of Common Stock
	 
	 	(v)	 	Return on shareholder equity of the Company
	 
	 	(vi)	 	Costs
	 
	 	(vii)	 	Cash flow
	 
	 	(viii)	 	Return on total assets
	 
	 	(ix)	 	Return on invested capital
	 
	 	(x)	 	Return on net assets
	 
	 	(xi)	 	Operating income
	 
	 	(xii)	 	Net income
	 
	 	(xiii)	 	Consolidated earnings before or after taxes (including earnings before interest taxes
depreciation and amortization)
	 
	 	(xiv)	 	Book value per share of Common Stock
	 
	 	(xv)	 	Expense management
	 
	 	(xvi)	 	Improvements in capital structure
	 
	 	(xvii)	 	Profitability
	 
	 	(xviii)	 	Maintenance or improvement of profit margins
	 
	 	(xix)	 	Such other goals as determined by the Committee
	 
	 	(xx)	 	Any combination of the foregoing







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