Senior Leadership Plan (formerly Executive Leadership Plan)



 Exhibit 10.1 
 BROCADE SENIOR LEADERSHIP PLAN 
 Revised: December 2, 2010 

(Effective as of fiscal year 2011) 
 PURPOSE 
 The Brocade Senior Leadership Plan (SLP) is designed to link incentive compensation with
Company performance. 
 PERFORMANCE PERIOD AND PAYOUT PERIOD 
 Performance against Company and individual objectives is measured annually (according to the Company’s fiscal year) (Plan Period), but will be reviewed semi-annually. Payout of earned cash bonuses,
if any, occurs on an annual basis. 
 ELIGIBILITY 
 Regular full-time and part-time Vice President (VP) level employees and the Chief Executive Officer (CEO) are eligible to participate in the Senior Leadership Plan Program. To the extent a VP is eligible
to and participates in the Company’s Sales Incentive Plan, then that VP shall not be eligible to participate in this Senior Leadership Plan. 
 Participants must be employed in a SLP eligible position as a regular (full-time or part-time) employee at the end of the fiscal year to be eligible to earn a Senior Leadership Plan Payout. 

PARTICIPANT PERFORMANCE CONTRACTS 
 As each Plan
Period begins, Participants must complete a CEO or VP Performance Contract. Performance Contracts should be tied to Company and departmental goals as outlined by the Board of Directors (i.e., Company priorities and initiatives). All goals
must be tied to overall Company objectives and have defined measurements. 
 Before Performance Contracts for Executive VPs are final, they are
to be reviewed and approved by Finance, Human Resources, and the CEO. Performance Contracts for Functional VPs are reviewed and approved by the applicable Executive VP. The CEO’s Performance Contract shall be reviewed and approved by the Chair
of the Board of Directors and the Chair of the Compensation Committee. 
 COMPANY PERFORMANCE & SENIOR LEADERSHIP PLAN FUNDING

 Each Plan Period, Brocade’s Board of Directors will approve Brocade’s fiscal year business operating plan, including a Non-GAAP
Operating Income target (Target OI) and Revenue target (Target Revenue) for the Company to achieve during the Plan Period. 
 At the end of each
Plan Period, Brocade will determine amounts to be paid under the Senior Leadership Plan based on the actual performance on a pre-bonus basis (Actual Performance) achieved by Brocade during the Plan Period (Actual OI and Actual Revenue) relative to
the Target OI (OI Percentage) and Target Revenue (Revenue Percentage). The Actual OI and Actual Revenue will be communicated following the end of each Plan Period. 

  
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 PARTICIPANT INCENTIVE TARGET PERCENTAGE 
 With respect to Section 16 Officers (including the Chief Executive Officer), a Participant’s Annual Incentive Target Percentage may range from 40% to 150% of the Participant’s annual base
salary and is approved by the Company’s Compensation Committee. With respect to other Participants in the Company’s Senior Leadership Plan, a Participant’s Annual Incentive Target Percentage is determined by the Participant’s
classification or pay grade at the end of the 12-month Plan Period, unless otherwise indicated in writing by Brocade. 
 SENIOR LEADERSHIP PLAN
PAYOUTS 
 On an annual basis, the Compensation Committee reviews and approves the formula for cash bonus payouts and actual SLP bonus payouts to
any person who is an officer of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (Section 16 Officer), including the CEO. The CEO reviews
and approves the formula for cash bonus payouts and actual SLP bonus payments for all other Participants. 
 All payouts under the Senior
Leadership Plan, including revenue and individual performance elements, are subject to a minimum bonus payout threshold for non-GAAP operating income (Minimum SLP OI Threshold) as determined by the Compensation Committee. Participants will not be
eligible for any payout under the Senior Leadership Plan in the event that non-GAAP operating income is less than the Minimum SLP OI Threshold. 

Subject to the Minimum SLP OI Threshold and except as otherwise agreed upon by: (i) the Compensation Committee for the CEO and other Section 16
officers, and the CEO for all other VPs, and (ii) the Participant, for each Participant, the cash bonus payout is calculated based on the following formula (less applicable taxes and deductions): 

Bonus Payout = (Actual Performance) × (Annual Incentive Target %) × (Annual Base Salary) 

Actual Performance. The Actual Performance for all Participants other than the CEO is equal to the sum of: 

(i) OI Payout Percentage multiplied by 30%, plus 
 (ii) Revenue Payout Percentage multiplied by 60%, plus 
 (iii) Individual
Performance Percentage multiplied by 10%. 
 The Actual Performance for the CEO is equal to the sum of: 

(i) OI Payout Percentage multiplied by 331/3%, plus 
 (ii) Revenue Payout Percentage multiplied by 662/3%. 


  
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 The OI Payout Percentage and Revenue Payout Percentage are calculated as follows: 

Operating Income (OI) Payout Percentage: 
  

	 	•	 	 If the OI Percentage is below the Minimum OI Threshold, the OI Payout Percentage shall be 0% (zero). 



 

	 	•	 	 If the OI Percentage is equal to or above the Minimum OI Threshold and below the Target OI Threshold, the OI Payout Percentage shall be equal to 100%
less two (2) percentage points for each OI Percentage point below the Target OI Threshold. 


  

	 	•	 	 If the OI Percentage is equal to or above the Target OI Threshold, the OI Payout Percentage shall be equal to 100% plus three
(3) percentage points for each OI Percentage point above the Target OI Threshold. 


 Revenue Payout
Percentage: 
  

	 	•	 	 If the Revenue Percentage is below the Minimum Revenue Threshold, the Revenue Payout Percentage shall be 0% (zero). 



 

	 	•	 	 If the Revenue Percentage is equal to or above the Minimum Revenue Threshold and below the Target Revenue Threshold, the Revenue Payout Percentage
shall be equal to 100% less two (2) percentage points for each Revenue Percentage point below the Target Revenue Threshold. 


  

	 	•	 	 If the Revenue Percentage is equal to or above the Target Revenue Threshold, the Revenue Payout Percentage shall be equal to 100% plus three
(3) percentage points for each Revenue Percentage point above the Target Revenue Threshold. 


 Fractional amounts shall
be interpolated based on the above scaling. 
 The applicable minimum thresholds for non-GAAP operating income (Minimum SLP OI Threshold and
Minimum OI Threshold) is 80% and revenue (Minimum Revenue Threshold) is 80%. The OI Payout Percentage and Revenue Payout Percentage are uncapped for overachievement. 
 Individual Performance Percentage. On an annual basis, the Compensation Committee reviews and approves the Individual Performance Percentage (with input from the CEO) for Section 16 Officers
other than the CEO. The CEO reviews and approves the Individual Performance Percentage for all other Participants. The Individual Performance Percentage can range from 0% (zero) to 110%. The CEO is measured exclusively on Corporate performance.

 Bonuses will be calculated using the annual base salary and Annual Incentive Target Percentage as of the last day of the Plan Period, except
as set forth above or otherwise indicated in writing by Brocade. 
 Program payouts are generally made within eight (8) weeks following the
conclusion of the 12-month Plan Period. 

  
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 ADMINISTRATIVE PROCEDURES 
 Compensation Committee Approval 
 The Compensation Committee reserves the right to decrease
or eliminate bonus otherwise indicated. 
 New Hires and Promotions 
 Participants new to the company or who are promoted into the Senior Leadership Plan must complete a Performance Contract within 60 days of beginning in the new position. Payouts will be pro-rated for
Participants who are hired or transferred into the Senior Leadership Plan during any Plan Period. 
 Position/Salary Factor 

Payout will be based on the Participant’s annual base salary and job position on the last day of the Plan Period. Bonuses may be pro-rated if
Participant received a cash bonus under another bonus program. 
 Terminations: Any Participant whose employment terminates for any
reason before the end of the fiscal year is not eligible to earn a SLP payout. 
 Leaves of Absences, Disability or Death: In the event
of the Participant’s death, disability time off, or leave of absence, Payouts will be made on a pro-rated basis, based on the number of days the Participant was actively working at Brocade. In the event of death, any cash bonus payments will be
paid to the Participant’s primary beneficiary as designated in the Participant’s Brocade life insurance plan documentation, if any, or will otherwise be paid to his or her estate. 
 Performance Improvement Plan/Disciplinary Situations (Development Needed): If a Participant, at any time prior to the cash bonus payout 12-month Plan Period, is subject to a performance improvement
plan, discipline or demotion, Brocade may, in its sole discretion, reduce or eliminate the cash bonus payment that the Participant would otherwise have been eligible to receive. If, at the time prior to the Payout for a 12-month Plan Period, it is
determined that a Participant may be subject to corrective action, discipline or demotion, then Brocade may withhold the entire cash bonus payout, or a portion thereof, until after a final decision on such corrective action has been made. If a
Participant is given a performance rating of Development Needed, the Participant will not be eligible to earn a Payout. Only the VP of Human Resources or CEO may approve exceptions to this policy, except that the Compensation Committee must approve
exceptions for Section 16 officers. 
 Section 409A: It is intended that any payments made under the Senior Leadership Plan
will be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and guidance issued thereunder (collectively, Section 409A), pursuant to the “short-term deferral”
exception under Section 409A, and any ambiguities and/or ambiguous terms under the Plan will be interpreted to comply with the requirements of such exception or otherwise comply with the requirements of Section 409A. Each payment under the
Senior Leadership Plan is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the U.S. Treasury Regulations. Without imposing any obligation, 

  
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Brocade may, in good faith and without the consent of any Participant, make any amendments to this the Senior Leadership Plan and take such reasonable actions which it deems necessary,
appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A prior to actual payment to any Participant. 
 Other Provisions: Participation in the Senior Leadership Plan does not constitute an agreement (express or implied) between the Participant and Brocade that the Participant will be employed by
Brocade for any specific period of time, nor is there any agreement for continuing or long-term employment. Terms and conditions regarding the Senior Leadership Plan and any participation therein, including, but not limited to, Senior Leadership
Plan eligibility, Senior Leadership Plan funding, and performance and payout criteria and determinations, are subject to change by Brocade at any time in its sole discretion. Brocade and its Board of Directors retain the absolute right to interpret,
revise, modify or terminate the Senior Leadership Plan at any time in its sole discretion. This SLP supersedes all prior written or oral statements to employees regarding the SLP for the periods contemplated hereunder. 

  
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