ex10-1.htm


    
      

    

     EXHIBIT 10.1

    


    LASERCARD
CORPORATION

    EXECUTIVE
BONUS PLAN

     

    This
document sets forth the terms of the Executive Bonus Plan (the “Bonus Plan”) of
LaserCard Corporation (the “Company”).

     

    Purpose
of the Plan

     

    The
objectives of the Bonus Plan are to attract, motivate and retain highly
qualified individuals to enable the Company to meet its objectives, reward
individual contributions to the Company’s success, encourage executives and
other key employees to focus on the achievement of corporate and individual
goals and motivate employees to create long-term sustainable value for the
Company’s stockholders.

     

    Operation
of the Plan

     

    The Bonus
Plan has the following elements:

     

    
      	
               
      

            	
              ·

            	
              The
      Compensation Committee of the Company’s Board of Directors (the
      “Committee”) will select the executives and other key employees eligible
      to participate in the Bonus Plan for each fiscal year of the Company
      (each, a “Bonus Year”).

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      Company’s attainment of the performance goal for pre-tax income as
      approved by the Committee for the applicable Bonus Year determines the
      funding for the annual bonus pool for the Bonus Plan.  If the
      Company does not attain the performance goal for pre-tax income approved
      for a Bonus Year, no bonuses will be paid under the Bonus Plan for that
      Bonus Year.

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      Committee will establish target and maximum bonus amounts each Bonus Year
      for each Bonus Plan participant.  (In the case of the Company’s
      Chief Executive Officer, the target and maximum bonus amount will be
      established by the independent members of the Company’s Board of
      Directors.)  The Committee will also establish the percentage of
      the total bonus that will be determined based on Company performance and
      the percentage of the total bonus that will be determined based on
      individual performance and, as applicable, the performance criteria that
      will be used to determine a participant’s individual performance for the
      Bonus Year.

            


    

     

    
      	
               
      

            	
              ·

            	
              If
      an annual bonus becomes payable to a participant pursuant to the Bonus
      Plan, the bonus will be paid to the participant in cash no later than two
      and one-half months after the end of the applicable Bonus
      Year.

            


    

     

    
      	
               
      

            	
              ·

            	
              Unless
      otherwise expressly provided by the Committee, a participant must be
      employed with the Company (or one of its affiliates or subsidiaries) on
      the last day of a Bonus Year in order to be eligible to receive a bonus
      under the Bonus Plan (subject to the achievement of the applicable
      performance measures) for that Bonus Year.  A participant will
      have no right to a bonus (or any partial bonus) under the Bonus Plan if
      the participant’s employment terminates or is terminated (regardless of
      the reason, whether with or without cause) prior to the last day of the
      applicable Bonus Year, provided that the Committee may in its sole
      discretion provide for payment of a prorated bonus to any such
      participant.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Other
Rules

     

    No
Assignment.  The rights, if any, of a participant or any other
person to any payment or other benefits under the Bonus Plan may not be
assigned, transferred, pledged, or encumbered except by will or the laws of
descent or distribution.

     

    Tax
Withholding.  The Company has the right to deduct from any
bonus amount otherwise payable the amount of any and all required income,
employment and other tax withholding required with respect to such
payment.

     

    Amendment. The
Committee reserves the right to amend and/or terminate the Bonus Plan at any
time and in any manner.

     

    No Fiduciary
Relationship.  Nothing contained in the Bonus Plan and no
action taken pursuant to the provisions of the Bonus Plan shall create or be
construed as creating a trust or any kind of fiduciary relationship between the
Company and any of its affiliates, or the Committee, on one hand, and any
participant or any other person on the other hand.

     

    No Right to Bonus
or Continued Employment.  Nothing contained in the Bonus Plan
or any related document constitutes an employment or service commitment by the
Company (or any affiliate), affects an employee’s status as an employee at will
who is subject to termination without cause, confers upon any participant any
right to remain employed by or in service to the Company (or any affiliate), or
interferes in any way with the right of the Company (or any affiliate) to
terminate a participant’s employment or to change the participant’s compensation
or other terms of employment at any time.  The Bonus Plan does not
constitute a contract and does not confer upon any person any right to receive a
bonus or any other payment or benefit.  There is no commitment or
obligation on the part of the Company (or any affiliate) to continue any bonus
plan (similar to the Bonus Plan or otherwise) in any future fiscal
year.

     

    Administration. The
Committee shall administer the Bonus Plan, select participants for the Bonus
Plan, determine the applicable performance measures, relative weights of those
measures, specific performance goals, and bonus opportunities, determine
performance and the extent to which any applicable goals have been satisfied,
determine whether any bonus is actually payable under the Bonus Plan and,
subject to the express limitations of the Bonus Plan, the amount of each bonus,
and determine the time or times at which and the form and manner in which
bonuses will be paid.  The Committee shall have the authority to
construe and interpret the Bonus Plan and any agreement or other document
relating to the Bonus Plan.  All actions taken and all interpretations
and determinations made by the Company in respect of the Bonus Plan shall be
conclusive and binding on all persons and shall be given the maximum deference
permitted by law.

     

    Adjustments.  The
Committee may, in its sole discretion, adjust performance measures, performance
goals, relative weights of the measures, and other provisions of the Bonus Plan
to the extent (if any) it determines that the adjustment is necessary or
advisable to preserve the intended incentives and benefits to reflect (1) any
material change in corporate capitalization, any material corporate transaction
(such as a reorganization, combination, separation, merger, acquisition, or any
combination of the foregoing), or any complete or partial liquidation of the
Company, (2) any change in accounting policies or practices, or (3) the effects
of any special charges to the Company’s earnings, or (4) any other similar
special circumstances.