Novatel Wireless, Inc. Senior Management Incentive Plan



 Exhibit 10.1 
 NOVATEL WIRELESS, INC. 
 SENIOR MANAGEMENT INCENTIVE PLAN 
 Fiscal Year 2009 
 I. INTRODUCTION 

A. Objective of the Bonus Targets: This Plan is intended to provide eligible senior management of Novatel Wireless, Inc. and its subsidiaries (the
“Company”) with the target metrics in connection with their respective bonus opportunity related to their contributions to the success and strategic growth of the Company. Participation in the Plan and the payment of any sums hereunder
shall be at the sole and absolute discretion of the Company. 
 B. Participants: This Plan, as determined by the Company on a fully
discretionary basis, applies solely to regular employees of the Company who are senior executive officers (“Plan Participants”), whom the Company determines meet the eligibility requirements set forth in Section III. For purposes of this
Plan and unless otherwise prohibited by applicable law, the term “regular employee” means an individual who is deemed by the Company to be both an employee of the Company and employed for an unspecified or indefinite period of time.

 C. Effective Date: Fiscal Year 2009 (January 1, 2009 – December 31, 2009). 
 D. Changes in Targets: The Company reserves the right to modify the targets in whole or in part, at any time. Any such modification or termination must be
approved in writing by either (i) the CEO, except with respect to his own targets or bonus payments, or (ii) resolution of the Compensation Committee or Board of Directors. 
 E. Authority: The Company reserves the right to interpret this document on a fully discretionary basis. Nothing in this Plan is intended to create an entitlement to any employee for any incentive payment
hereunder except as the Company may determine in its discretion. 
 II. BONUS TARGET FACTOR 
 A. Bonus Target Factor will be determined by reference to Corporate Targets and Individual Objectives. Corporate Targets will be determined by assigning a
weight of between 0 and 0.70 based on achievement of Corporate Targets. Individual Objectives will be determined by assigning a weight of between 0 and 0.30 based on achievement of Individual Objectives. The Bonus Target Factor will be the sum of
the Corporate Target Factor and the Individual Objectives Factor. 
 B. Corporate Targets are based on an evaluation of the Company’s
financial performance for the Fiscal Year as set forth in Annex A hereto. 







 C. Individual Objectives are based on an evaluation of a Plan Participant’s performance and contributions for
the Fiscal Year based on the criteria for his or her respective position as set forth in Annex A hereto. 
 III. ELIGIBILITY 
 A. Eligibility: A Plan Participant must satisfy each of the following eligibility requirements to be considered for the Incentive Payment hereunder.

 1. The Plan Participant must be deemed by the Company to be employed by the Company as a regular employee in an incentive-eligible position before the
first working day of the last fiscal quarter of the Fiscal Year, and must be employed as a regular employee in an incentive-eligible position on the last working day of the Fiscal Year; a person is not eligible to be a Plan Participant during any
period in which such person is providing services to the Company as a temporary employee, intern or as an independent contractor, consultant, or agent under a written or oral contract, and must not be classified by the Company as a temporary
employee, independent contractor, consultant, or agent (whether or not such classification is upheld upon review by a governmental, judicial or other agency); provided however, that should such person become a regular employee at any time during the
Fiscal Year before the first working day of the last fiscal quarter of the Fiscal Year, and remain employed as a regular employee in an incentive-eligible position on the last working day of the Fiscal Year, such person would be eligible to be
considered for an Incentive Payment for such portion of the Fiscal Year. 
 2. Unless otherwise required by law, in no event will an employee be eligible to
receive an incentive hereunder unless he/she is employed on the last working day of the Fiscal Year in the capacity, or comparable capacity, such Plan Participant is employed on the date such person becomes eligible as a Plan Participant.

 3. Plan Participants meeting all eligibility requirements hereunder who have less than one year of service will be eligible to receive a discretionary
incentive that is prorated from the effective date of participation in the plan up to and including the last working day of the Fiscal Year. Unless otherwise required by law, in no event will an employee be eligible to receive an incentive hereunder
unless he/she is employed on the last working day of the Fiscal Year in the capacity, or comparable capacity, such Plan Participant was employed when such he or she became eligible as a Plan participant. 
 IV. PARTICIPANTS AND INCENTIVE TARGET PERCENTAGE 
 A.
Participants and Incentive Target Percentage. The current Plan Participants in the Plan are those set forth below. The Incentive Target Percentage for each such Participant is a target percentage of each Participant’s base salary as
follows and may be changed at the discretion of the Company at any time during the Fiscal Year. The actual percentage of base salary eventually paid to any Plan Participant pursuant to the Plan be smaller or larger than the percentages shown below,
depending on the achievement of Corporate Targets and Individual Objectives in the Fiscal Year. 







  

				
	 Plan Participant
	  	Incentive Target Percentage	 
	 CEO
	  	100	% 
	 CFO
	  	50	% 
	 Senior VP Research and Development
	  	50	% 
	 Chief Marketing Officer
	  	50	% 
	 Senior VP Business Affairs & General Counsel
	  	50	% 
	 Senior VP Operations
	  	50	% 

 B. Elements of Calculation:  
 Incentives under this Plan are calculated on a fully discretionary basis, in accordance with the following formula: 
  

																	
	 Base Salary
	 	X	 	 Incentive
 Target
 Percentage
	  	X	  	Bonus
 Target
 Factor
	  	X	  	Pro-
 ration
 Factor
	  	=	  	Total Annual
Incentive

 1. Base Salary shall mean the annual base salary for each Plan Participant set forth above in effect at the end of
Q4 2009. 
 2. Proration Factor accounts for the number of calendar days during the Fiscal Year that such Plan Participant was in an incentive-eligible
position. For example, the Proration Factor for a Plan Participant who has been in the Plan the entire year will be 1.00. For a Plan Participant who has been in the Plan for 6 months, this factor will be 0.50. 
 C. Incentive Formula and Calculation Example: Assuming a base salary of $250,000, Incentive Target Percentage of 50%, Corporate Target Factor of 0.70 and
Individual Objective Factor of 0.20, and a Proration Factor of 1.00, the Total Annual Incentive for such a Plan Participant meeting all eligibility requirements, would be calculated as follows: 
 Sample Calculation 
  

																	
	 Base Salary
	 		 	Incentive Objective Percentage	 		 	Bonus Target Factor	 		 	 Pro-
 ration
 Factor
	 		 	Total Annual Incentive
	 $250,000
	 	X	 	0.50	 	X	 	0.90	 	X	 	1.0	 	=	 	$112,500*

  

	*	

 less any appropriate withholdings. 
 In this example, the total incentive equals 45% of base salary. 







 D. At Will Employment. Subject to any written employment agreement or other written agreement between the Company
and any employee, (1) the Company is an at-will employer, which means that an employee’s employment can be terminated by an employee or the Company at any time with or without cause, (2) the Company reserves the right to modify an
employee’s duties, title or other terms and conditions of employment with or without cause, (3) this Plan cannot and should not be interpreted to alter the at-will nature of the employment relationship between the Company and any Plan
Participant and (4) the at-will nature of any employment relationship cannot be modified except in a written document signed by the Company’s CEO.