Exhibit 10.14


 


HELICOS BIOSCIENCES CORPORATION


 


Amended and Restated Management
Incentive Bonus Plan

as of March 13, 2008


 


1.             Purpose


 


This Management Incentive Bonus Plan (the “Incentive Plan”) is
intended to provide an incentive for superior work and to motivate eligible
executives of Helicos BioSciences Corporation (the “Company”) and its
subsidiaries toward even higher achievement and business results, 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 individuals.  The Incentive Plan is for the benefit of
Covered Executives (as defined below) and does not govern the Company’s base salary and long-term
equity awards compensation practices.


 


2.             Covered
Executives


 


From time to time, the Compensation Committee of the Board of Directors
of the Company (the “Compensation Committee”) may select certain key
executives (the “Covered Executives”) to be eligible to receive bonuses
hereunder.  Other
individuals may become Covered Executives during a performance period provided
each such an individual is: (1) an employee of the Company; (2) recommended
for participation by the Chief Executive Officer; and (3) approved for
participation by the Compensation Committee.


 


3.             Administration


 


                The Compensation Committee shall
have the sole discretion and authority to administer and interpret the
Incentive Plan.  The responsibilities of the Compensation Committee and
Chief Executive Officer under the Incentive Plan shall be as follows:


 


·    Chief Executive Officer Responsibilities:


 


	
   

  	
  ·

  	
   

  	
  Recommend to the Compensation
  Committee the Covered
  Executives for
  Incentive Plan participation;

  
	
   

  	
  ·

  	
   

  	
  Propose performance measures,
  weightings, and performance levels for the Incentive Plan, and changes thereto;

  
	
   

  	
  ·

  	
   

  	
  Communicate Incentive Plan
  parameters and mechanics to Covered Executives;

  
	
   

  	
  ·

  	
   

  	
  Evaluate actual performance
  against bonus measures and goals;

  
	
   

  	
  ·

  	
   

  	
  Evaluate individual performance
  of the Covered Executives (except the Chief Executive Officer); and

  
	
   

  	
  ·

  	
   

  	
  Develop specific bonus
  recommendations for all Covered Executives
  (except the Chief Executive Officer) and submit to the Compensation Committee
  for review and approval.

  



 

















 


 


·    Compensation
Committee Responsibilities:


 


	
   

  	
  ·

  	
   

  	
  Approve new Covered Executives;

  
	
   

  	
  ·

  	
   

  	
  Review and approve target bonus
  awards, including benchmarking to peer group companies;

  
	
   

  	
  ·

  	
   

  	
  Review and approve bonus
  measures, goals, and weightings;

  
	
   

  	
  ·

  	
   

  	
  Certify achievement of bonus
  measures;

  
	
   

  	
  ·

  	
   

  	
  Evaluate the Chief Executive
  Officer’s performance and determine and approve the Chief Executive Officer’s
  bonus based on such evaluation; and

  
	
   

  	
  ·

  	
   

  	
  Determine the bonus for Covered Executives based upon the Chief Executive Officer’s
  recommendations.

  



 


4.             Bonus
Determinations


 


(a)           A Covered Executive may receive a bonus
payment under the Incentive Plan based upon the attainment of corporate
performance targets approved by the Compensation Committee that relate to
financial, operational or strategic metrics with respect to the Company or any
of its subsidiaries (the “Corporate Performance Goals”) and the
individual performance of the Covered Executives (as determined by the Chief
Executive Officer for each Covered Executive other than himself) and approved
by the Compensation Committee.  The
Compensation Committee reserves the right to modify the Corporate Performance
Goals, the target bonus amounts and the weighting of the bonus payment between
corporate and individual performance at any time during the course of the
performance period in response to changing business goals, needs and
operations.


 


(b)           Except as otherwise set forth in this
Section 4 or with respect to individual performance determinations:  (i) any bonuses paid to Covered
Executives under the Incentive Plan shall be based upon objectively determinable
bonus formulas that tie such bonuses to one or more performance targets
relating to the Corporate Performance Goals, (ii) bonus formulas for
Covered Executives shall be adopted in each performance period by the
Compensation Committee 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.


 


(c)           Each Covered Executive shall have a
targeted bonus opportunity for each performance period.  The Company must attain the
minimum Corporate Performance Goals, as established by the Compensation
Committee, for any bonus payment to be made.  In the event
that the minimum threshold for achievement of the Corporate Performance Goals has
not been attained then no Covered Executive shall be eligible for the portion
of the target bonus opportunity attributable to individual performance.  Notwithstanding anything contained herein to
the contrary, the Company may adjust bonuses payable under the Incentive Plan
based on achievement of individual performance goals or pay bonuses (including,
without limitation, discretionary bonuses) to Covered Executives under the
Incentive Plan based upon such other terms and conditions as the Compensation Committee
may in its discretion determine.


 


(d)           A Covered Executive may be
awarded bonuses in excess of the targeted bonus opportunity, as determined by
the Compensation Committee, as a “Stretch” bonus amount if (i) the Company
exceeds the Corporate Performance Goals established by the Compensation 


 


 


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Committee and/or (ii) the Company achieves at least the minimum
Corporate Performance Goals established by the Compensation Committee and the
individual performance of such Covered Executive is measured as
outstanding.  Notwithstanding the
foregoing, the
maximum bonus payable to a Covered Executive under the Incentive Plan shall not
exceed 200% of the Covered Executive’s target bonus opportunity.


 


(e)           The payment of a bonus to a Covered
Executive with respect to a performance period shall be conditioned upon the
Covered Executive’s employment by the Company on the last day of the
performance period; 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.


 


5.             Performance
Period and Timing of Payment


 


This
Incentive Plan will measure and reward performance on an annual basis (January 1
— December 31).  The Corporate Performance Goals will be
measured at the end of each fiscal year after the Company’s financial reports
have been published.  If the Corporate
Performance Goals are met, payments will be made within 30 days thereafter, but
not later than March 15.


 


6.             Amendment and
Termination


 


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


 


7.             Miscellaneous


 


                The bonus
opportunity for individuals who become Covered Executives during a performance
period will be prorated based on the number of full and partial months
remaining in the performance period at the time Incentive Plan participation is
approved.  In the case of a Covered Executive’s death, total
disability or retirement during the plan year, a prorated award may be granted
in the sole discretion of the Compensation Committee based on the full-year
corporate results and the level of achievement of individual goals anticipated
had the Covered
Executive remained actively employed for the entire year.  The proration will be based on the number of
months worked.  Payment to a deceased Covered Executive will be made
to his/her estate.


 


                Nothing contained in this
document shall be deemed to alter the relationship between the Company and a Covered Executive, or the
contractual relationship between a Covered Executive and the Company if there is
a written contract regarding such relationship. 
Furthermore, nothing contained in this document shall be construed to
constitute a contract of employment between the Company and the Covered Executive.  The Company and each of the Covered Executives continue to
have the right to terminate the employment or service relationship at any time for
any reason, except as provided in a written contract.


 


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