EX-10.1





 Exhibit 10.1 
  

 
 



 
 2020 INCENTIVE PAYMENT PLAN 

 
 As Approved:         

December 10, 2020 












 THE COOPER COMPANIES, INC. 

2020 Incentive Payment Plan 
 SECTION I
- NAME 
 The name of this plan is the “2020 Incentive Payment Plan” (the “Plan” or “IPP”). This Plan implements and is
part of The Cooper Companies 2017 Executive Incentive Program (the “EIP”). 
 SECTION II - SCOPE 

This Plan sets out the IPP guidelines for the following Business Units of The Cooper Companies, Inc. and its subsidiaries (the “Company” or
“TCC”): 
 CooperVision (“CVI”) Consolidated 

CooperSurgical (“CSI”) Consolidated 

Corporate HQ 
 Where the terms of this Plan
differ from the terms of any Participant’s employment or severance contract, the terms of such contract will dictate. No new such arrangements shall be entered into without the advance written approval of the Chief Executive Officer
(“CEO”) and the Organization and Compensation Committee of the Board of Directors (the “Committee”). 
 Capitalized terms used but not
otherwise defined herein shall have the meaning set forth in the EIP. To the extent the terms of this Plan conflict with the EIP, the terms of the EIP shall govern. 

SECTION III - PURPOSE 
 The purpose of the Plan is to
provide incentives to officers and key employees of the Company who are in a position to contribute significantly to increasing revenue and profitability, as defined in the Plan. The Plan also includes a discretionary pool to allow for a subjective
evaluation of each Business Unit’s and/or Participant’s performance and for awards for achievement not otherwise adequately reflected in the quantitative awards. 

SECTION IV - COMPENSATION PHILOSOPHY 
 It is the
Company’s philosophy that: 
  

	 	•	 	 The Company’s executive compensation programs are designed to attract, motivate and retain executive talent
with the skills, experience, motivation and commitment needed to optimize stockholder value in a competitive environment. 


  

	 	•	 	 The Company believes that employee performance and achievement will result in economic benefits and support the
goal of increasing stockholder value in the Company by achieving specific financial and strategic objectives. 


  

	 	•	 	 Employees whose efforts achieve the goals outlined in Section III - Purpose be provided with the opportunity to
significantly increase their total compensation, via this Plan and certain other benefit plans. 



  
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 SECTION V - DEFINITIONS 

“Budget” or “Budgeted,” when used in conjunction with any measuring device under this Plan shall mean the approved 2020 Budget for each
Participant’s Business Unit, adjusted where appropriate to reflect acquisitions and/or divestitures in accordance with “deal sheets” approved by, and in the sole discretion of, the Board of Directors. 

“Business Unit” shall mean any operating or headquarters unit so established by the Company. For the 2020 Plan, the designated Business Units are
set out in Section II - Scope, above. 
 “Covered Employee” shall mean each executive of the Company, CVI or CSI that could, as determined by the
Committee, be a “covered employee” as defined in Section 162(m) of the Code for such Year. 

“Non-GAAP Earnings Per Share” or “Non-GAAP EPS” shall mean
fully diluted earnings per share as reported on a non-GAAP basis to Wall Street per the Company’s fiscal year end earnings release, but adjusted for the use of Budgeted currency rates. 

“Eligible Individual” shall mean any person employed by the Company who is paid a salary or a fixed monthly amount, as distinguished from an hourly
wage. 
 “Executive Management” shall mean the CEO and the CFO for purposes of administering this Plan. 

“Executive Team” shall mean (i) certain senior executives, including members of management covered by Rule 16(b) under the Securities and
Exchange Act of 1934, as designated by the Committee as the key executive management of the Company, CVI and CSI and (ii) each Covered Employee. 

“Income” or “Operating Income” or “OI” shall mean the operating income for each individual Business Unit as determined on a non-GAAP basis and used in the calculation of Non-GAAP Earnings Per Share for the Company’s fiscal year end adjusted for the use of Budgeted currency rates. 

“Participant” shall mean any Eligible Individual selected to have the opportunity to earn an award under the Plan in accordance with its terms. 

“Revenue” shall mean net revenue as reported on a non-GAAP (or “pro forma”) basis to Wall Street
per the Company’s fiscal year end earnings release, but adjusted for the use of Budgeted currency rates. 
 “Salary” shall mean the actual
base salary paid to an Eligible Individual during the Year while a Participant in the Plan. No items of supplemental compensation (prior year bonus, relocation or automobile allowances, special stipends, etc.) will be considered part of Salary. 

“Threshold Goal” shall mean achievement of at least 50% of target for any one of Revenue, Income, or Earnings Per Share. 

“Target Award” shall mean a percentage of the Participant’s Salary between 10% and 100% as established each Year by the Committee, or with
respect to Participants who are not members of the Executive Team, as designated by the Executive Management. 
 “Year” shall mean the fiscal year
of the Company, which is November 1 through October 31. 

  
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 SECTION VI - ELIGIBILITY FOR PARTICIPATION 

Participation in the Plan will be offered to those Eligible Individuals who, in the opinion of the Company, are in a position to significantly influence the
Company’s Revenue and profitability. Eligibility for participation shall be at the sole discretion of the Committee, which may delegate this authority to Executive Management for non-Executive Team
reporting levels. 
 SECTION VII - THRESHOLD GOAL AND TARGET AWARD 

No incentives shall be payable under this Plan to a Covered Employee unless the Threshold Goal is obtained. If the Threshold Goal is obtained then each
Participant who is a Covered Employee will be eligible for an incentive equal to 200% of the Targeted Award, subject to downward adjustment as provided in Section VIII. No incentives shall be payable under this Plan in excess of the limits provided
under the EIP. 
 SECTION VIII - DETERMINATION OF INCENTIVE PAYMENT 

Each Participant’s actual incentive award opportunity will be based in part on the performance of the Business Unit of which Participant is a member and
in part based on a discretionary evaluation of his or her performance. In the event that any Participant, other than members of the Executive Team, works for more than one Business Unit over the course of the Year, Executive Management shall, in its
sole and absolute discretion, prorate IPP achievement based on the performance of each Business Unit for which Participant worked which prorated amounts then shall be aggregated; however, in no event shall any Participant receive a total IPP amount
greater than the maximum amount that would have been payable had Participant been employed solely by the Business Unit which receives the greatest IPP achievement. Achievement for members of the Executive Team who work for more than one Business
Unit over the course of the Year may also be prorated based on the performance of each Business Unit for which Participant worked which prorated amounts then shall be aggregated at the discretion of the Committee, based on recommendations by
Executive Management to the Committee. 
 The total award opportunity for Business Units will be the sum of applicable assigned percentage weightings for
Revenue, Income, and Non-GAAP EPS (together, “Quantitative Criteria”) and discretionary, as set out in Attachment I. At the discretion of Executive Management, the calculations for certain
individual Participants’ quantitative incentive awards may be prorated between a Business Unit and Corporate Headquarters. 
 Goals for earning an
award payment will be based on the percentage of Budget achievement generated for each of the Quantitative Criteria. Executive Management will provide the Committee a report on variances to the consolidated Budgets for Revenue, Income, and Non-GAAP EPS, highlighting key variances including non-recurring, non-controllable and/or discretionary items. The Committee may elect
to include or exclude certain of these items for purposes of determining the overall Corporate HQ quantitative Budget achievement. Executive Management may exercise this same discretion in assessing the Budget achievement of each of the
Company’s other Business Units. The amount of discretionary payments reflects the qualitative assessment of each individual Participant’s performance, by his or her supervisor, senior management and/or Executive Management. Executive
Management will consult with the 

  
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Committee before determining the overall level of achievement of each Business Unit’s discretionary criteria, the percentage achievements of which may vary from Participant to Participant.
The level of achievement of both the quantitative and discretionary components for each of the Executive Team shall be recommended by Executive Management to the Committee. The determination of the amounts of said components for each Executive Team
will be made by the Committee. 
 Each Quantitative Criteria will be measured separately for achievement of Budget. The matrix below indicates the level of
IPP achievement that coincides with a given Budget achievement. The IPP achievement of the discretionary portion may also range from 0% to a percentage deemed appropriate by Executive Management and, in the case of the Executive Team, determined by
the Committee after receipt of recommendations from Executive Management. 
  

									
	 Revenue

(50% Weighting)
	 	 Non-GAAP
EPS/ Income
 (25% weighting)
	 	 IPP Achievement (1)(2)

	 Achievement
	 	 Payout
	 	 Achievement
	 	 Payout
	 	 
	 Less than 95%
	 	0%	 	Less than 90%	 	0%	 	0%
	 95%
	 	50%	 	90%	 	50%	 	50%
	 96%
	 	60%	 	92%	 	60%	 	60%
	 98%
	 	80%	 	96%	 	80%	 	80%
	 100%
	 	100%	 	100%	 	100%	 	100%
	 102%
	 	140%	 	104%	 	140%	 	140%
	 104%
	 	180%	 	108%	 	180%	 	180%
	 105% or more
	 	200% Maximum	 	110% or more	 	200% Maximum	 	200% Maximum

  

	 	(1)	 This is of the Target Award. Where needed, straight-line interpolation between levels will be applied.




	 	(2)	 The Committee in its discretion may reduce the bonus that otherwise would be payable based on satisfaction of
the foregoing quantitative goals to take into account such qualitative factors as it may determine; provided, however, the Committee may not reduce such bonus by more than 25%. 



SECTION IX - FORM OF PAYMENT 
 Payments under this Plan
may be made in the form of a combination of cash and common stock of the Company. The percentage mix of the payment will be at the sole discretion of the Board of Directors of the Company, subject to the limitation that the stock portion of the
payment will not exceed 50% of the total. Such determination will be made at the time the Board approves payments to be made under the Plan. Unless recommended otherwise by the Committee to the Board of Directors, any common stock portion of the
payment will be made in shares of restricted stock bearing a restriction of up to 30 days, at no cost to the Participant other than required payments for taxes. The Committee may elect to pay the CEO, for achievement above 75%, in restricted stock
or restricted stock units with up to three-year cliff vesting. 
 SECTION X - TIMING OF AWARD PAYMENTS 

Incentive award payments for each Participant will be made net of all required withholdings and will be calculated and accrued in the appropriate Business
Unit’s books from time to time during the Year based on projected results for Quantitative Criteria and a reasonable estimate of the discretionary percentage. 

  
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The indicated payment for Quantitative Criteria plus a reasonable estimate of discretionary must be accrued for as at the end of each quarter prorated for the estimated payment for the year. Such
accruals will be calculated based upon each Business Unit’s performance against Budget for the Year then ended as discussed above and illustrated in the attached examples. 

No payments will be made to any Participant until Executive Management has had an opportunity to review the results of the first month of the subsequent Year.
To the extent that such first months’ results reflect negative anomalies that are determined by Executive Management to relate back to the previous Year, award payments for such Year may be delayed by Executive Management and, subject to
approval by the Committee, may be decreased or canceled. The target date to release payments, therefore, will be on or before the end of the first fiscal quarter of the following year, subject to acceleration or delay by Executive Management, in its
sole and absolute discretion. No IPP payments will be made to a Covered Employee unless and until the Committee (as defined in the EIP) certifies in writing that the Threshold Goal has been obtained. 

SECTION XI - TERMINATION OF EMPLOYMENT 
 Except where
required pursuant to a previously existing employment agreement (or extenuating circumstances, which will be handled on an ad hoc basis by Executive Management), any Participant whose employment is terminated by the Company prior to the end of the
Year, or by the Participant prior to the payment for such Year for any reason other than death or retirement or disability consistent with the Company’s then current provisions for retirement and/or disability, will forfeit any opportunity to
receive an award under the Plan for that Year. 
 In the case of a Participant’s retirement, disability or death, such Participant (or designated heir
in the event of the Participant’s death) may, at the discretion of Executive Management or with respect to the Executive Team the Committee, be eligible to receive a pro rata payment under the Plan for the period prior to cessation of active
full-time employment. Pro rata payments will be made concurrently with other payments under the Plan, and only to the extent that the Threshold Goal is obtained. 

SECTION XII - NEW HIRES AND PROMOTIONS 
 Individuals hired
or promoted during the Year may become Participants in the Plan subject to the approval of Executive Management. Partial Year Participants may be eligible to earn a pro rata award. Separate pro rata calculations will be made for any Participant who
is not a Covered Employee and who is promoted to a higher incentive opportunity during the Year. 
 SECTION XIII - GENERAL PROVISIONS 

 

	(1)	 The expenses of administering the Plan shall be borne by the Company. 



 

	(2)	 No employee has any right or claim to be a Participant in the Plan or to receive a payment under the Plan.



  

	(3)	 Participation in the Plan does not provide any employee the right to be retained in the employment of the
Company. 


  

	(5)	 A Participant may not assign or transfer any rights under the Plan. Any attempt to do so will invalidate those
rights. 


  

	(6)	 The Plan shall be subject to all applicable federal and state laws and regulations. Payments made under the
Plan shall only be made to the extent permitted by such laws and regulations, subject to all applicable taxes. 



  
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 SECTION XIV - AMENDMENT OR TERMINATION 

The Plan may be amended or terminated at any time by action of the Board of Directors of the Company. 

SECTION XV - ADMINISTRATION AND INTERPRETATION 
 Executive
Management shall be responsible, in its sole discretion, for administration of the Plan, and the Committee shall be responsible for interpretation of this Plan. Such interpretations shall be final. 

 

					
	Attachments:	  		  	
			
		  	I	  	Weighting Factors
		  	II	  	List of Participants and Levels of Participation
		
	Budgets:	  	2020 Budgets – Previously provided in the 2020 Budget Presentation approved by the BOD


  
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 ATTACHMENT I 

WEIGHTING FACTORS 
 —
Weighting Percentages of IPP Entitlement Factors — 
  

																									
	 	  	Revenue	 	  	Income	 	  	EPS	 	  	Quantitative	 	  	Discretionary	 	  	Total	 
	 CVI
	  	 	50	 	  	 	25	 	  	 	—  	 	  	 	75	 	  	 	25	 	  	 	100	 
	 CSI
	  	 	50	 	  	 	25	 	  	 	—  	 	  	 	75	 	  	 	25	 	  	 	100	 
	 Corporate HQ
	  	 	50	 	  	 	—  	 	  	 	25	 	  	 	75	 	  	 	25	 	  	 	100	 


  
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 ATTACHMENT II 

LIST OF PARTICIPANTS AND LEVELS OF PARTICIPATION 

Executive Team: 
  

							
	 NAME
	  	 TITLE
	  	FY 2019 IPP
ELIGIBILITY%	 
	 Albert G. White, III
	  	 President and Chief Executive Officer
	  	 	125	% 
	 Daniel G. McBride, Esq.
	  	 Executive Vice President and Chief Operating Officer of TCC;

President and CEO of CooperVision, Inc.
	  	 	80	% 
	 Holly R. Sheffield
	  	 Executive Vice President and Chief Strategy Officer
	  	 	65	% 
	 Brian G. Andrews
	  	 Senior Vice President, Chief Financial Officer & Treasurer
	  	 	65	% 
	 Randal L. Golden
	  	 Vice President, General Counsel & Secretary
	  	 	50	% 
	 Agostino Ricupati
	  	 Senior Vice President – Finance & Tax; Chief Accounting Officer
	  	 	50	% 
	 Robert D. Auerbach
	  	 President, CooperSurgical, Inc.
	  	 	65	% 

 D. McBride achievement will be based on CooperVision, Inc. financial results and metrics. 

R. Auerbach achievement will be based on CooperSurgical, Inc. financial results and metrics. 

Other Participants: 
 Employees meeting the eligibility
criteria for participation under the 2020 IPP shall be determined by Executive Management. 

  
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