Exhibit 10.32


 


AXT,
INC.


 


FISCAL
2009 EXECUTIVE INCENTIVE BONUS PLAN


 


The following are the terms of the 2009
Executive Bonus Plan approved by the Compensation Committee of the Board of
Directors of AXT, Inc. (the “Company”)
on December 8, 2008 (the “Plan”).


 


A.                                    Purpose


 


1.                                       The terms of the
Plan have been established to attract, motivate, retain and reward the Company’s
executive officers and all other officers of the Company for driving the
Company to achieve specific corporate objectives.


 


2.                                       The Plan provides
for the payment of quarterly cash bonuses based upon Company financial targets
and individual performance target objectives.


 


B.                                    Eligibility


 


1.                                       Those eligible
to participate in the Plan are the Company’s executive officers as determined
pursuant to Section 16 of the Securities Exchange Act of 1934, as amended and
any other officers of the Company designated by the Compensation Committee (each,
an “Officer” and collectively, the “Officers”).


 


C.                                    Determination
of Bonus Amounts


 


1.                                       The Compensation
Committee has determined that each individual Officer will have an “Individual Bonus Percentage” and an “Individual Target Bonus” as defined
below, which will vary depending on such Officer’s position and
responsibilities in the Company.


 


2.                                       Bonuses payable
will be determined based upon achievement of corporate financial targets (the “Corporate Targets”) and individual
targets established for each Officer (the “Individual Targets”).  Achievement of the Corporate Targets will
represent 80% of the total bonus, and achievement of the Individual Targets
will represent 20% of the total bonus. 
The Corporate Targets shall be comprised of four financial targets,
revenue (“Total Revenue Target”), gross
profit (“Gross Profit Target”),
operating expense (“Operating Expense Target”) and
net income (“Net Income Target”).  The actual quarterly Corporate Targets are as
set forth on Exhibit A hereto and incorporated herein.


 


3.                                       The Corporate
Targets are weighted 10% for each of the Total Revenue Target, Gross Profit
Target and Operating Expense Target, and 50% for the Net Income Target, for a
total of 80% of the total bonus. 
Accordingly, the “Corporate Target
Achievement Multiplier” means, for each quarter, the sum of the (a) actual
Total Revenue for such quarter divided by the Total Revenue Target multiplied
by 0.1, (b) actual Gross Profit for such quarter divided by the Gross
Profit Target multiplied by 0.1, (c) actual Total Operating Expense for
such quarter


 

















 


divided by Operating Expense Target multiplied by 0.1, and (d) actual
Total Net Income for such quarter divided by the Net Income Target multiplied
by 0.5, subject to Section 4 below.


 


4.                                       The threshold
achievement for each Corporate Target is 90% of the Company’s operating plan
for such target for such quarter, and the maximum achievement for each
Corporate Target is 120% of the Company’s operating plan for such target for
such quarter.  A minimum threshold net
income level must be achieved before any bonus will be payable (the “Threshold Net Income”).  In the event that actual Net Income is
negative for any particular quarter, the Corporate Target Achievement
Multiplier shall be deemed to be equal to zero. 
In addition, no Corporate Target shall be deemed achieved unless a minimum
threshold of greater than 90% attainment of the target for such Corporate
Target for such quarter, as set forth on Exhibit A, is achieved,
and no bonus shall be payable for any period in which the Company does not
achieve at least 90% for all three of the corporate financial objectives,
including the effect of the bonus payable. 
Achievement beyond 100%, being in excess of 120% of the operating plan,
shall result in no additional bonus being paid.


 


In no event shall the Individual Bonus Earned
by any Officer in any quarter represent more than 120% of the Quarterly
Individual Target Bonus, and in no event shall achievement of any individual
Corporate Target represent more than 120% of such Corporate Target for such
quarter (i.e, achievement of the Total Revenue Target, Gross Profit Target and
Operating Expense Target shall not represent more than 12% of the Corporate
Target Achievement Multiplier in any quarter, and the Net Income Target shall
not represent more than 60% of the Corporate Target Achievement Multiplier in
any quarter, and the Individual Targets shall not represent more than 48% of
the Individual Bonus Earned by any Officer in any quarter.


 


5.                                       The 80% portion
of the bonus represented by achievement of the Corporate Targets shall be
determined by multiplying the Corporate Target Achievement Multiplier times the
result obtained by dividing the Individual Target Bonus by four.  The Corporate Target Achievement Multiplier
does not vary based upon the Officer’s position and responsibilities and is
applicable to all Officers.


 


6.                                       Achievement
of the Individual Targets, representing 20% of the Plan, shall be determined
each quarter by the Chief Executive Officer for all Officers other than the
Chief Executive Officer, pursuant to objectives established by the Chief
Executive Officer for each such Officer. 
Achievement of the Individual Targets by the Chief Executive Officer
shall be determined each quarter by the Compensation Committee, based upon
objectives established by the Compensation Committee each quarter for the Chief
Executive Officer.


 


D.                                    Individual
Target Percentages


 


1.                                       “Individual Bonus Percentage” means
the percentage of a respective Officer’s base salary that is targeted as a
bonus payment under the Plan assuming exactly one hundred percent achievement
by the Company of each of the Corporate Targets and Individual Targets (as
defined below).  The Individual Bonus
Percentage for each Officer is set as a percentage of base salary and varies
based upon the Officer’s position and responsibilities.  The Individual Bonus Percentage for each
Officer under the Plan is as follows:


 

















 




	
  Name

  	
   

  	
  Target Bonus

  	
   

  
	
  Philip
  C.S. Yin

  	
   

  	
  57.75

  	
   

  
	
  Minsheng
  Lin

  	
   

  	
  46.2

  	
   

  
	
  Wilson
  Cheung

  	
   

  	
  42

  	
   

  
	
  Davis
  Zhang

  	
   

  	
  31.5

  	
   

  
	
  Robert
  Ochrym

  	
   

  	
  52.5

  	
   

  
	
  John
  Cerilli

  	
   

  	
  42

  	
   

  
	
  Raymond
  Low

  	
   

  	
  21

  	
   

  






 


2.                                       “Individual Target Bonus” for each
fiscal year means the amount equal to a respective Officer’s base salary
multiplied by such Officer’s Individual Bonus Percentage.   The Individual Target Bonus for each quarter
shall be one-fourth of the annual Individual Target Bonus.  The “Quarterly Individual
Target Bonus” shall be the Individual Target Bonus divided by
four.  The “Individual
Bonus Earned” means the amount equal to Individual Target Bonus
multiplied by the Corporate Target Achievement Multiplier.  The maximum amount of funds available for
distribution to Officers under the Plan shall be equal to the sum of each
Officer’s Individual Target Bonus.


 


E.                                      Plan
Changes


 


1.                                       The Board or the
Compensation Committee may modify the financial performance goals at any time
based on changes in business conditions during the year and may grant bonuses
to Officers even if the financial performance goals are not met.  In its discretion, the Compensation Committee
may, either at the time it grants an award under the Plan or at any time
thereafter, provide for the adjustment of the award formula applicable to an
award granted to any participant under the Plan to reflect such participant’s
individual performance in his or her position with the Company or such other
factors as the Compensation Committee may determine.  Notwithstanding the attainment of any
performance goal under the Plan, the Compensation Committee shall have the
discretion, on the basis of such criteria as it may establish, to reduce the
amount of or to eliminate any final award that would otherwise be paid, and
retains the absolute discretion to amend, modify or terminate the Plan at any
time.


 


2.                                       Nothing in this
Plan will interfere with or limit in any way the right of the Company or the
right of any individual to terminate the employment relationship at any time,
with or without cause.