Unassociated Document


    


    


    


    PDL  BIOPHARMA,
INC.

    


    2011
Annual Bonus Plan

    


    This 2011 Annual Bonus Plan (the “Plan”) is intended to enhance
stockholder value by promoting a connection between the performance of PDL
BioPharma, Inc. (the “Company”) and the compensation
of personnel of the Company and to promote retention of high performing
personnel.

    


    1.  All
employees of the Company working 30 hours per week or more (each, a “Participant”) are eligible to
receive annual bonuses for 2011 according to this Plan. The Plan will be
administered by the Compensation Committee of the Board of Directors of the
Company (the “Committee”).  The
Committee shall have all powers and discretion necessary to administer the Plan
and to control its operation and may delegate responsibilities to Company
officers as it deems appropriate. Participants are eligible to receive bonuses
based on their individual performance and/or the Company’s performance during
2011. A Participant who does not demonstrate satisfactory individual performance
(50% or higher), however, will not be eligible for any portion of his or her
bonus, including the portion based on Company performance.

     

    2.  Company
performance shall be determined by the Committee based on the Company’s ability
to meet or exceed corporate goals (“2011 Corporate Goals”) as
approved by the Board of Directors and set forth in Exhibit A. The Committee shall
review the 2011 Corporate Goals at mid-year to assure that they reflect the
priorities of the Company and recommend such changes that it deems appropriate
to the Board for its consideration. For clarification, the Committee may
determine in its sole discretion that the Company did not satisfactorily
complete enough goals and in that case, the Committee may determine that no
bonus shall be paid to Participants, regardless of individual performance
achievement.  Additionally, the Committee may adjust or modify the
2011 Corporate Goals to reflect changed Company
objectives.  Individual performance of the Company’s officers shall be
reviewed and recommended to the Committee by the Chief Executive Officer, except
for the performance of the Chief Executive Officer, which shall be determined by
the Committee based on the Company’s achievement of established Corporate Goals.
Individual performance of employees shall be reviewed by the appropriate manager
and approved by the Chief Executive Officer.  In all cases, individual
performance shall be based on 2011 Individual Goals which
have been approved by the Chief Executive Officer and are set forth as Exhibit B.

     

    3.  To be
eligible for a bonus, a Participant must be on payroll prior to October 1, 2011
and must by employed by the Company as of the date of payment of the bonus. A
Participant hired after April 1, 2011 shall be eligible for a pro-rated
bonus.

     

    4.  A
Participant who has taken an approved leave of absence pursuant to the Company’s
policies during 2011 shall receive a pro-rated bonus.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    5.  The
amount of a Participant’s bonus is based on a target percentage of such
Participant’s annual average W-2 throughout the 2011 calendar
year.  The target percentage for executives has been determined by the
Committee and for employees has been determined by the manager at the beginning
of the Plan Year.  The target percentage shall then be adjusted based
on the attainment of 2011 Corporate Goals and Individual Goals over the course
of the Plan Year to arrive at a final performance percentage.  For
each person, the target percentage and ratio of attainment of 2011 Corporate
Goals and 2011 Individual Goals is set forth as Exhibit C.

     

    6.  The
Company performance percentage and/or the individual performance percentage may
exceed 100% in the event the Company or the individual Participant exceeds
expected goals, provided that neither percentage may exceed 150%. For example,
assuming the Company has met 100% of its 2011 Corporate Goals, a Participant,
who has met 150% of his or her 2011 Individual Goals, has a target percentage of
25%, has a corporate-to-individual goal ratio of 50%/50% and a base pay rate of
$100,000 will receive a bonus of $31,250 (100% x 0.5 + 150% x 0.5 = 125%; and
125% x 25% = 31.25%; and 31.25% of Participant’s base pay rate of $100,000 =
$31,250).  All determinations and decisions made by the Committee
shall be final, conclusive and binding on all persons and shall be given the
maximum deference permitted by law.

     

    7.  This Plan
is effective for the Company’s 2011 calendar year beginning January 1, 2011
through December 31, 2011 (the “Plan Year”) and will expire automatically on
December 31, 2011.  Bonus payments will be made by February 15th,
2012.

     

    8.  The
Company shall withhold all applicable taxes from any bonus payment, including
any federal, state and local taxes.

     

    9.  Nothing
in this Plan shall interfere with or limit in any way the right of the Company
to terminate any Participant’s employment or service at any time, with or
without cause. Nothing in these guidelines should be construed as an employment
agreement or an entitlement to any Participant for any incentive payment
hereunder.

     

    10.  This Plan
and all awards shall be construed in accordance with and governed by the laws of
the State of Nevada, without regard to its conflict of law
provisions.

     

    11.  Payments
under this Plan shall be unsecured, unfounded obligations of the
Company.  To the extent a Participant has any rights under this Plan,
the Participant’s rights shall be those of a general unsecured creditor of the
Company.

     

    
      
         

      

      
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