Jazz Pharmaceuticals, Inc. Cash Bonus Plan



 EXHIBIT 10.54 
 JAZZ PHARMACEUTICALS CASH BONUS PLAN 
  

	1.	Purpose of the Plan. 

 The
Jazz Pharmaceuticals Cash Bonus Plan is designed to provide meaningful incentive, on an annual basis, for employees of Jazz Pharmaceuticals (the “Company”). 
  

	2.	Who Will Participate. 


Except as provided in the reminder of this paragraph, each active “regular” employee of the Company on the last day of the Plan
Year (except as specifically provided in Section 6) whose Employment Start Date is November 1 of the Plan Year or earlier may participate in this Plan. Temporary employees are not eligible to participate in the Plan. Sales, Health Systems
and other employees who are eligible to participate in sales or other similar incentive compensation plans are not eligible to participate in the Plan. 
  

	3.	Plan Year. 

 The
“Plan Year” is the calendar year. 
  

	4.	Target Bonus Percentages. 


Target Bonus Percentage levels are the percentages of Base Salary that are generally expected to apply for Bonuses for any Plan Year at
and the responsibility levels below. Target Bonus Percentage levels may vary from year to year and between positions, even positions at the same level. However, as a general guideline, the Target Bonus Percentage levels which will typically be
assigned to various categories of employees (and varying depending on responsibility level within each category) are as follows: 
  

					
	 Position
	  	Target
Bonus
Percentage	 
	 Chairman of the Board, Chief Executive Officer, President
	  	 	65	% 
	 Senior Vice President
	  	 	40	% 
	 Vice President
	  	 	20-35	% 
	 Director (all levels)
	  	 	10-30	% 
	 Manager (all levels)
	  	 	5-20	% 
	 Other
	  	 	3-15	% 

 If a Participant moves to
a higher Target Bonus Percentage level during the Plan Year, that Participant’s Target Bonus Percentage will be reset at the higher level for the entire Plan Year. If a Participant moves to a lower Target Bonus Percentage level during the


  
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Plan Year, that Participant’s Target Bonus Percentage will be reset at the lower level for the entire Plan Year. 

 

	5.	Definition of Bonus Pool and Individual Bonuses. 

 After the end of each Plan Year, the Board will determine total Bonus Pool for the Company for the Plan Year, for allocation among Participants. The Bonus Pool will be determined in the discretion of the
Board, and will be calculated by multiplying the Base Salary of each Participant by the product of (i) the average Target Bonus for Participant’s responsibility level and (ii) the percentage (between 0 and 100) set by the Board
based upon the Board’s determination of the Company’s success in achieving the corporate objectives for the Plan Year. 
 The Actual Bonus Percentage to each Participant will be based upon both (i) the Company’s success in meeting its objectives for the Plan Year and (ii) the Participant’s contribution to
the Company’s success and his/her success in achieving his/her individual objectives for the Plan Year and his/her compliance with company policies. 
 The actual Bonus for each Participant is the amount calculated by multiplying (i) that Participant’s Base Salary received during the Plan Year by (ii) that Participant’s Bonus
Percentage. Each Participant’s Actual Bonus Percentage for any Plan Year will be approved by the Chief Executive Officer, except that in the case of executive officers, the Actual Bonus Percentage will be approved by the Board or the
Compensation Committee. No bonuses will accrue to or be payable to Participants until the Bonus Pool and Actual Bonus Percentages have been determined as described above. No Participant is entitled to any particular bonus, or any bonus, unless
approved as described above. 
  

	6.	Termination of Employment; Retirement; Death; Disability. 

 No Bonus will be paid to any employee whose employment is terminated prior to the date the Bonus is actually paid by the Company, except if such termination is due to death, retirement or disability,
unless otherwise specifically agreed by the Board or the Compensation Committee. 
 Any Participant who dies or becomes
Permanently Disabled during the Plan Year will be paid a Bonus (if and to the extent earned) based upon actual Base Salary of the Participant from the beginning of the Plan Year through the date of death or Permanent Disability. Any such Bonus will
be paid at the same time at which all other Participants receive their Bonuses for the Plan Year. 
  

	7.	Payment of Awards. 


Awards for any Plan Year will be paid in cash to a Participant (or his/her beneficiary, in the event of death), during February of the
following year. Benefits under this Plan are not transferable, and the Plan is unfunded. 

  
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	8.	Withholding of Taxes. 


Bonuses will be subject to income and employment tax withholding as required by applicable law. 

 

	9.	Plan Amendments. 

 This
Plan may be revised, modified, or terminated at any time in the sole discretion of the Compensation Committee or the Board. 
  

	10.	No Employment Rights. 


Nothing contained in this Plan is intended to confer any right upon any employee to continued employment with the Company. 

 

	11.	Plan Administration. 


This Plan will be administered by the Compensation Committee. 

 

	12.	Definitions. 


“Actual Bonus Percentage” means, for a Participant for any Plan Year, the percentage of the Participant’s Base Salary
approved by the Compensation Committee for a Bonus for that Plan Year. 
 “Base Salary” for any Participant means the
regular salary actually paid during the Plan Year, rather than the base salary level at any particular point during the Plan Year (i.e., when calculating Bonuses for Participants who received salary increases during the Plan Year, for Participants
who are hired during the Plan Year, or for Participants who retire or die during the Plan Year). Base Salary does not include any expense reimbursements, relocation payments, incentive compensation or bonuses, overtime or shift differential payments
or similar one-time or unusual payments. Salary earned for periods during which a Participant is on disciplinary action are excluded from Base Salary. 
 “Board” means the Company’s Board of Directors. 
 “Bonus”
means a Participant’s actual bonus for a Plan Year. 
 “Bonus Pool” for a Plan Year means the aggregate dollar
amount set by the Board for the payment of Bonuses for such Plan Year to Participants. 
 “Compensation Committee”
means the Compensation Committee of the Board. 
 “Employment Start Date” means the first business day on which a
Participant is a regular employee of the Company, on the Company’s payroll. 
 “Participant” means a regular,
active employee of the Company, not subject to disciplinary action on the last day of the Plan Year. 

  
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 “Permanent Disability” means that a Participant has become permanently disabled
under any policy of disability income insurance then in force covering employees of the Company. 
 “Plan” means this
Jazz Pharmaceuticals Cash Bonus Plan. 
 “Target Bonus” means, for a Participant, the potential bonus for the Plan
Year, determined by multiplying (i) the Participant’s Base Salary for the Plan Year by (ii) the Participant’s Target Bonus Percentage. 
 “Target Bonus Percentage” means, for a Participant for any Plan Year, the percentage of Base Salary that the Participant is targeted to earn for such Plan Year. 

As amended and approved by the Board on February 8, 2011. 

  
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