Exhibit 10.2


 


FY09 VIRTUSA CORPORATION
  EXECUTIVE VARIABLE CASH COMPENSATION
BONUS PLAN


 


1.                                      Purpose


 


This Executive Variable Cash Compensation Bonus Plan (the “Bonus Plan”)
is intended to provide an incentive for superior work and to motivate eligible
executives of Virtusa Corporation (the “Company”) and its subsidiaries toward achievement
of certain annual revenue and operating income goals of the Company, to tie
their goals and interests to those of the Company and its stockholders and to
enable the Company to attract and retain highly qualified executives.  The Bonus Plan is for the benefit of Covered
Executives (as defined below).


 


2.                                      Covered
Executives


 


From time to time, the Compensation Committee of the Board of Directors
of the Company (the “Compensation Committee”), based on recommendations from
executive management, and approval by the board of directors of the Company, may
select certain key executives (the “Covered Executives”) to be eligible to
receive bonuses hereunder.


 


3.                                      Administration


 


The Compensation Committee shall have the sole discretion and authority
to administer and interpret or modify the Bonus Plan, subject only to approval
of the Board of Directors of the Company (the “Board”).


 


4.                                      Bonus
Determinations


 


(a)                                 A
Covered Executive may receive a bonus payment under the Bonus Plan based upon
the attainment of performance targets which are established by the Compensation
Committee and approved by the Board and relate to financial and operational
metrics with respect to the Company or any of its subsidiaries (the “Performance
Goals”), including the annual revenue and operating income targets established
by the Compensation Committee as approved by the Board for any Bonus Year (as
defined below).  Such revenue and
operating income targets, as well as applicable targeted bonuses for each
Covered Executive, are set forth on Exhibit A hereto.


 


(b)                                 Except
as otherwise set forth in this Section 4(b):  (i) any bonuses paid to Covered
Executives under the Bonus Plan shall be based solely upon objectively
determinable bonus formulas that tie such bonuses to one or more performance
targets relating to the Performance Goals, (ii) bonus formulas for Covered
Executives shall be adopted with respect to the Bonus Year  by the Compensation Committee and approved by
the Board and (iii) no bonuses shall be paid to Covered Executives unless
and until the Compensation Committee makes a determination with respect to the
attainment of the performance objectives and the Board approves of such
determination for such Bonus Year.  For
purposes of this Bonus Plan, of the Targeted Covered Executive Bonus (as set
forth in Exhibit A hereto with respect to each Covered Executive)


 





















 


(i)            Revenue
targets shall contribute 40% of the applicable targeted Bonus Payment (as
adjusted per the percentages on Exhibit A to extent the Company
achieves, exceeds or misses the applicable target); payment of all or any
portion of any applicable revenue target bonus shall be based and determined solely
and independently on the Company’s achievement of such revenue performance
metric as set forth in Exhibit A;


 


(ii)           Operating
Income targets shall contribute 60% of the applicable targeted Bonus Payment
(as adjusted per the percentages on Exhibit A to extent the Company
achieves, exceeds or misses the applicable target); payment of all or any
portion of any applicable operating income bonus shall be based and determined
solely and independently on the Company’s achievement of such operating income performance
metric as set forth in Exhibit A;


 


(c)                                  Each
Covered Executive shall have a targeted bonus opportunity for the Bonus Year as
set forth in Exhibit A hereto.


 


(d)                                 The
payment of a bonus to a Covered Executive with respect to the Bonus Year shall
be conditioned upon the Covered Executive’s employment by the Company on the
last day of the Bonus Year and on the date of actual payment of such Bonus by
the Company; provided, however, that the Compensation Committee may make
exceptions to this requirement, in its sole discretion, including, without
limitation, in the case of a Covered Executive’s termination of employment,
retirement, death or disability, subject to Board approval


 


(e)                                  The term of the Bonus Plan extends from April 1,
2008 through March 31, 2009 (the “Bonus Year”).  This Bonus Plan does not apply to any prior
or future period.  To the extent that any
Covered Executive is not employed by the Company on the first day of the Bonus
Year, but is employed by the Company continuously after such date for the remainder
of the Bonus Year and up to the time of any bonus payment hereunder, except as
otherwise determined by the Compensation Committee, the Covered Executives applicable
bonus amount shall be pro-rated based on the portion of the Bonus Year that
such Covered Executive is employed by the Company, provided that the Covered
Executive satisfies all of the criteria for earning and being paid such bonus
under the terms herein.  Notwithstanding
the foregoing, for this Bonus Year only, Raj Rajgopal and Ranjan Kalia shall
not be subject to this Plan and shall instead be eligible to participate in a
separate variable compensation plan (i.e., in effect for the FY09 fiscal
year  prior to their becoming an
executive officer of the Company).


 


5.                                      Timing
of Payment


 


The
Performance Goals will be measured at the end of each fiscal year after the
Company’s financial reports and related metrics have been approved by the Board  for the applicable period  If the Performance Goals are met, subject to
satisfaction of all other terms in this Bonus Plan, the Company shall, after
such Board approval, make such payments promptly , but in any event, within 75
days after the expiration of the period against which the applicable
Performance Goals were being measured and calculated.


 


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6.                                      Amendment
and Termination


 


The Company reserves the right to amend or terminate the Bonus Plan at
any time in its sole discretion.


 


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Exhibit A


 


	
  Executive

  	
   

  	
  Fiscal Year

  	
   

  	
  Total Cash Bonus

  @Plan

  	
   

  
	
  Kris
  Canekeratne-CEO

  	
   

  	
  FY2009

  	
   

  	
  $

  	
  175,000

  	
   

  
	
  Dan Smith

  	
   

  	
  FY2009

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  Thomas
  Holler-CFO

  	
   

  	
  FY2009

  	
   

  	
  $

  	
  105,000

  	
   

  
	
  Keith Modder-EVP
  MD Asia

  	
   

  	
  FY2009

  	
   

  	
  $

  	
  60,000

  	
   

  
	
  TN Hari-SVP,
  Global HR

  	
   

  	
  FY2009

  	
   

  	
  $

  	
  50,000

  	
   

  



 


	
  Revenue

  	
   

  	
  % Bonus

  @40%

  	
   

  	
  Operating Profit $$

  	
   

  	
  % Bonus @

  60%

  	
   

  
	
  *****

  	
   

  	
  80

  	
  %

  	
  $

  	
  ****

  	
   

  	
  80

  	
  %

  
	
  *****

  	
   

  	
  90

  	
  %

  	
  $

  	
  ****

  	
   

  	
  90

  	
  %

  
	
  *****

  	
   

  	
  100

  	
  %

  	
  $

  	
  ****

  	
   

  	
  100

  	
  %

  
	
  *****

  	
   

  	
  105

  	
  %

  	
  $

  	
  ****

  	
   

  	
  105

  	
  %

  
	
  *****

  	
   

  	
  110

  	
  %

  	
  $

  	
  *****

  	
   

  	
  110

  	
  %

  



 


To the extent that revenue or profit is in between
target thresholds, the % bonus will be applied on a pro-rata basis by the
Compensation Committee.  No bonus on
revenue is paid if the revenue is below $**** and no bonus is paid on operating
profit if the operating profit $$ is below $****M.


 






****   Confidential.


 


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