exv10w19w1






Exhibit 10.19.1




Page 1 of 5

CONFIDENTIAL




CBAYSYSTEMS

2010 SENIOR EXECUTIVE BONUS PLAN




Effective for the Plan Year Beginning January 1, 2010 through December 31, 2010 (“Plan Year”)




1.0 PLAN OBJECTIVES





	     1.1	 	The CBaySystems Holdings (the “Company”) Senior Executive Bonus Plan (“Plan”) is designed to provide incentives to participants (“Participant”) based
on the achievement of critical business goals.






	     1.2	 	The Plan provides each Participant the opportunity to share in the success of the
Company’s financial and performance achievements, as well as the opportunity to be
rewarded for the achievement of individual performance objectives (“MBO”).





2.0 PARTICIPATION





	     2.1	 	Participation in the Plan is limited to Senior Executive personnel defined as those
who manage a function and a staff while having influence on financial results.
Participation eligibility is at the discretion of the Company Chief Executive Officer
(“CEO”).






	     2.2	 	Incentives for Participants hired prior to July 1, 2010 will be pro-rated based
upon hire date (“Partial Year Participant”). Employees hired on or after July 1,
2010 are not eligible to participate in this Plan.





3.0 TARGET INCENTIVE





	     3.1	 	A Participant’s Target Incentive (“Target Incentive”) is based on the provisions of
his/her employment agreement; if the Target Incentive is not provided for in the
employment agreement or if an employment agreement has not been entered into, then the
Target Incentive will be set at the discretion of the CEO, based upon job function and
responsibilities.






	     3.2	 	Certain Participants have a maximum bonus level established in their employment
agreements. For such individuals, the bonus payable hereunder cannot exceed the
established maximum.








4.0 PERFORMANCE MEASURES





	     4.1	 	The performance measures used to determine the amount of incentive are:






	          •	 	Adjusted EBITDA (henceforth “EBITDA”, as established exclusively for
the Plan











 



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CONFIDENTIAL

CBAYSYSTEMS

2010 SENIOR EXECUTIVE BONUS PLAN



	          •	 	Annualized Net Sales Volume, as established exclusively for the Plan
(“NSV”)






	          •	 	Individual Performance Objectives (“MBO”)






	     4.2	 	The relative weightings of the performance measures for Plan Year 2010 are as
follows:






	          •	 	EBITDA: 50%






	          •	 	NSV: 10% (except for CEO which will be 25%)






	          •	 	MBO: 40% (except for CEO which will be 25%)






	     4.3	 	The Plan has a performance threshold (“Plan Threshold”) below which no
payments will be made. The Company must reach 100% of the EBITDA target before any
payments will be made under any portion of the Plan.





5.0 INCENTIVE AWARD CALCULATION





	     5.1	 	The amount of incentive award for EBITDA and NSV is based upon financial
performance and results for the period of January 1, 2010 through December 31, 2010.






	     5.2	 	The Participant’s incentive award for EBITDA performance may range from 100% to
170% of the targeted EBITDA incentive, based upon EBITDA performance that reaches or
exceeds 100% of target. If the EBITDA target is not met, there will be no EBITDA
incentive payment (or NSV or MBO payment; see section 4.3.) See Chart A below for EBITDA
payout scale.






	     5.3	 	The Participant’s incentive award for NSV may range from 25% to 170% of the
targeted NSV incentive. If 95% of the NSV target is met the NSV incentive payment will
be 25% of the targeted NSV incentive; if 100% of the NSV target is met the NSV incentive
payment will be 100% of the targeted NSV incentive; if 110% of the NSV target is met the
NSV incentive payment will be 170% of the targeted NSV incentive. If the EBITDA target
is not met there will be no NSV incentive payment (or EBITDA or MBO payment; see section
4.3.) See Chart B below for NSV payout scale.






	     5.4	 	The amount of a Participant’s incentive award for MBO performance may range from 0
to 170% of targeted MBO incentive based upon an evaluation of the individual’s
contribution toward achieving the short- and long-term corporate objectives. The MBO
performance of each Participant will be determined by the Remuneration Committee based
upon the recommendation of the CEO for all Participants except himself. For EBITDA
results below 100% of target, there will be no payouts on the MBO portion of the Plan.










 



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CONFIDENTIAL

CBAYSYSTEMS

2010 SENIOR EXECUTIVE BONUS PLAN









	     5.5	 	The Participant’s total annual incentive award may not exceed 100% of the
Participant’s Target Incentive without approval of the Board of Directors.





Chart A















 



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CONFIDENTIAL

CBAYSYSTEMS

2010 SENIOR EXECUTIVE BONUS PLAN





Chart B









6.0 INCENTIVE AWARD DISTRIBUTION





	     6.1	 	All payments to be awarded under the Plan (“Earned Incentive”) are
annual. Earned Incentives will be calculated and paid in a single installment on a
date between January 1, 2011 and March 15, 2011.






	     6.2	 	Unless otherwise provided in a Participant’s employment agreement or
determined by the Remuneration Committee or Board of Directors, a Participant must be
actively employed on the payment date in order to be eligible to receive his/her
Earned Incentive.





7.0 GENERAL





	     7.1	 	Interpretation of all matters related to this Plan including, but not
limited to, eligibility, calculation and determination of Earned Incentives, as well
as the










 



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CONFIDENTIAL

CBAYSYSTEMS

2010 SENIOR EXECUTIVE BONUS PLAN



	           	 	resolution of any questions relating to accounting procedures of the Plan, shall
be at the sole and final discretion of the CEO.






	     7.3	 	CBaySystems may amend or discontinue this Plan, at any time without
notice, with approval of the Board of Directors.






	     7.4	 	Nothing in this Plan shall be interpreted as giving any Participant the
right to be retained as an employee of the Company or limiting the Company’s right
to control or terminate the service of any employee, at any time in the course of
its business.






	     7.5	 	This Plan shall be construed in accordance with all applicable Federal
and State securities and regulatory laws. In the event that any section, or portion
of a section of the Plan shall be held invalid, illegal, or unenforceable, that
section, or portion of that section, shall not affect any other section hereof.
This Plan shall be construed and enforced as if the invalid, illegal, or
unenforceable section, or portion of the section, had never been contained herein.






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