Unassociated Document


    


     

    Exhibit
10.1

     

    Haights
Cross Communications, Inc.

    2009
Annual Management/Employee Incentive Plan

    


    I.           Purpose

    


    Haights
Cross Communications, Inc. (together with its direct and indirect subsidiaries,
“Haights Cross”) has historically provided its managers and employees, including
its named executive officers (collectively, “Participants”), with an
opportunity to earn cash bonuses pursuant to an incentive plan in effect for
each fiscal year known as the “Annual Management / Employee Incentive
Plan.”  This plan sets forth the Annual Management/Employee Incentive
Plan, as currently in effect (as of the date of adoption set forth below), that
has been approved by the Board of Directors of Haights Cross, acting through its
Compensation Committee, for fiscal 2009 (the “Incentive Plan”).  As
provided herein, the Incentive Plan will be administered by the Haights Cross
Board of Directors or duly authorized committee thereof (the “Board of
Directors”).

    


    II.           Performance
Based Targets

    


    Subject
to the terms and conditions set forth herein (including without limitation the
discretionary authority of the Board of Directors), payouts to Participants
under the Incentive Plan will be determined based upon Haights Cross’
achievement of defined objectives (the “Performance Based Targets”) and such
Participant’s applicable Target Incentive (as defined below), as such
Performance Based Targets and Target Incentive are established by the Board of
Directors.

    


    III.           Target
Bonuses and Incentive Payouts

    


    The
amount of a Participant’s target bonus under the Incentive Plan is determined as
a percentage of the Participant’s annual base compensation as established for
such Participant (the “Target Bonus ”).  Unless otherwise expressly
provided for, each Participant’s Target Bonus is determined by such individual’s
title and/or role.  Provided that there has been 100% compliance with
the financial covenant targets to be included in the Performance Based Targets
(the “Financial Covenant Targets”), bonus payments, if any, under the Incentive
Plan range from 25% to 125% of the Target Bonus as set forth in the following
table:

    


    
      
        
          	
                  Percentage of Achievement of

                  Performance Based Target*

                	
                  Percentage of

                  Target Bonus

                
	
                  Less
      than 90%

                	
                  0%

                
	
                  90%

                	
                  25%

                
	
                  100%

                	
                  100%

                
	
                  110%
      or greater

                	
                  125%

                


        

      

    

    _____

    * Does
not include any Financial Covenant Targets which must be 100% achieved as a
condition to paying any bonus.

    


    The
amount of a Participant’s payout under the Incentive Plan is subject to
proportional adjustment for achievement of Performance Based Targets within the
ranges set forth in the above table. For example the achievement of 95% of a
Performance Based Target will result in a bonus payout to a Participant of 95%
of such Participant’s Target Bonus, and the achievement of 105% of the
Performance Based Target will result in a bonus payout of 112.5% of the
Participant’s Target Bonus.  For the avoidance of doubt, in no event
will a Participant’s payout exceed 125% of the Participant’s Target
Bonus.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Notwithstanding
anything to the contrary in this plan, the Board of Directors reserves the
right, in its sole and absolute discretion, from time to time and at any time,
to change the eligibility for participation under the Incentive Plan, to revise,
eliminate or otherwise modify any Performance Based Targets, to modify any
Participant’s Target Bonus, or otherwise to increase, decrease or eliminate any
bonus payouts to any Participant under the Incentive Plan, regardless of the
level of Performance Based Targets that have been achieved, including to provide
for no bonus payout to a Participant even though one or more Performance Based
Targets have been achieved.

    


    Haights
Cross may make such provisions and take such action as it may deem necessary or
appropriate for the withholding of any taxes that it believes to be required by
any law or regulation of any governmental authority, whether federal, state or
local, to withhold in connection with any bonus.

    


    IV.           Eligibility

    


    Determination
of goal achievement and payouts under the Incentive Plan are made upon
completion of the fiscal year audit, generally in March following the end
of the applicable fiscal year. Unless otherwise determined by the Board of
Directors, or otherwise provided for certain non-executives under special
payment provisions, Incentive Plan payouts will be made on the later to occur
of April 15, 2010 or fifteen days after the Company’s completion of its
audited financial statements (such date of payment, as it may be modified by the
Board of Directors, the “Payment Date”).  An individual must be a
current employee in good standing on the Payment Date to be eligible to receive
a bonus for the prior year.  Bonus calculations and payouts may (but
shall not be required to) be accelerated if sale events occur. In certain cases,
new employees hired during a fiscal year will be required to wait until the
following fiscal year before participating in the Incentive Plan.  In
no event will a Participant earn, accrue or otherwise become entitled to a
payout under the Incentive Plan prior to the Payment Date.

    


    Neither
the Incentive Plan, nor any action taken pursuant to the Incentive Plan, will be
construed as giving any employee any right to be retained by Haights
Cross.

    


    V.           Administration

    


    The
Incentive Plan will be administered by the Board of Directors. In addition to
the other discretionary rights set forth herein, the Board of Directors, in its
sole discretion, shall have the authority to adopt, amend and repeal rules
relating to the Incentive Plan and to interpret and correct the provisions of
the Incentive Plan.  The Board of Directors shall have authority,
subject to the express limitations of the Incentive Plan, (i) to prescribe,
amend and rescind rules and regulations relating to the Incentive Plan,
(ii) to make all other determinations and calculations in the judgment of
the Board of Directors necessary or desirable for the administration and
interpretation of the Incentive Plan, and (iv) amend, repeal or cancel the
Incentive Plan.  The Board of Directors may correct any defect or
supply any omission or reconcile any inconsistency in the Incentive Plan in the
manner and to the extent it shall deem expedient to carry out the Incentive
Plan, and it shall be the sole and final judge of such expediency. All decisions
by the Board of Directors, in its sole and final discretion, shall be final,
binding and conclusive on all interested persons.  Neither Haights
Cross nor any member of the Board of Directors shall be liable for any action or
determination relating to the Incentive Plan.

    


    


    Date of
Adoption:  August 10, 2009