exv10w106







Exhibit 10.106








 





GEN-PROBE EMPLOYEE BONUS PLAN





	 	I.	 	INTRODUCTION






	 	A.	 	Purpose: The Gen-Probe Employee Bonus Plan (the “Plan”) is designed to
encourage and financially reward eligible employees for their contributions to the
success and profitability of Gen-Probe.
	 
	 	B.	 	Effective Date: The Plan shall be effective January 1, 2010.
	 
	 	C.	 	Entire Agreement: The Plan is the entire statement regarding the
subject matter hereof and supersedes all prior bonus or incentive plans or any
written or verbal representations regarding the subject matter of the Plan.
	 
	 	D.	 	No Guarantee of Compensation: Nothing in the Plan is intended to be a
guarantee of any kind of compensation or any other binding commitment of Gen-Probe
Incorporated.






	 	II.	 	PLAN DEFINITIONS






	 	A. 	 	The Plan: The Gen-Probe Employee Bonus Plan.
	 
	 	B.	 	Participant: Participant is defined as any regular, full-time or
part-time employee of Gen-Probe Incorporated or its Designated Subsidiaries
(together, the “Company”) hired on or before September 30, 2010, and each
subsequent calendar year, who is not a participant in any other Company bonus or
incentive plan (excluding the Company’s option plans, 401(k) plan and employee
stock purchase plan). For employees of the Company that are hired during the
calendar year as a result of an acquisition, eligibility for participation in the
Plan will be determined on a deal-by-deal basis. As used herein, Designated
Subsidiaries shall mean Gen-Probe Sales & Service, Inc., Gen-Probe International,
Inc., Gen-Probe Cardiff Limited, Gen-Probe Transplant Diagnostics, Inc., Gen-Probe
Italia S.R.L., Gen-Probe Deutschland GmbH, Gen-Probe Prodesse, Gen-Probe Life
Sciences Ltd., and such other direct or indirect subsidiaries of Gen-Probe
Incorporated as may be designated a Designated Subsidiary by Administrator.
	 
	 	C.	 	The Administrator: The Administrator of the Plan shall be the
Compensation Committee of the Board of Directors of Gen-Probe Incorporated,
provided that the Chief Executive Officer of the Company shall be the Administrator
for purposes of Section III.I of the plan solely with respect to employees other
than executive officers of the Company. The Compensation Committee shall approve
all bonus payments to executive officers.
	 
	 	D.	 	Company Performance Factor (CPF): The CPF is a percentage from 0% to
150% and is applied to a portion of each Participant’s bonus target. The CPF is
determined based on the achievement of specific goals, set forth on Exhibits C and
D. Each of the goals is assigned a Threshold, Target, and Stretch metric, and a
weighting based on the relative importance or potential impact of the goal on the
Company. The total weighting of the goals equals 100%.





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	 	 	 	The score for each goal is determined based on the actual achievement of the goal,
on a linear basis from Threshold to Target and Target to Stretch. Achievement of a
goal at Target would yield a score for that goal of 100%. Achievement of a goal
equal to or below the Threshold level would yield a score of 0% and equal to or
above Stretch, a score of 150%. Performance would be pro-rated between levels. In
order to calculate the overall CPF, the score for each goal is multiplied by the
goal weighting. The sum of the weighted scores equals the CPF.
	 
	 	E.	 	Individual and Team Performance Factor (ITPF): The ITPF is a
percentage from 0% to 150% and is applied to a portion of each Participant’s Target
Bonus. Each Participant will be assigned an ITPF based on his or her overall
performance, including performance on core teams and/or functional teams.
	 
	 	F.	 	Target Bonus Percentage and Weighting: The target bonus percentage,
and CPF and ITPF weighting is based on the Participants compensation band and
according to the percentages set forth on (i) Exhibit A with respect to position
levels OE through Senior Director and (ii) Exhibit B with respect to Gen-Probe
Incorporated Vice Presidents and Senior Vice Presidents.
	 
	 	G.	 	Base Pay: “Base Pay” under the Plan is defined as the annual base pay
in effect on December 31 of each calendar year. For Participants who are exempt
employees, base pay is defined as annual base salary. For Participants who are
overtime eligible employees, base pay is defined as the hourly rate in effect on
December 31, multiplied by the number of regularly scheduled work hours during the
calendar year (part-time employees) or 2,080 (full time employees), plus any
overtime pay earned during the calendar year.






	 	III.	 	BONUS PLAN ADMINISTRATION






	 	A.	 	Bonus Payment: Participants must be employed by the Company on or
before September 30 of each calendar year and continue to be employed on the date
the bonus, if any, is paid, in order to be eligible for a bonus payout. Bonuses
will typically be paid within 90 days after the end of the calendar year and are
subject to applicable payroll and other withholding taxes.
	 
	 	B.	 	Pro-rated Bonuses: Bonus payments to Participants with less than a
full year of eligible participation will be pro-rated based on full months of
participation. Bonuses will also be pro-rated for Participants with only partial
year eligibility due to participation in other Company bonus or incentive plans.
	 
	 	C.	 	Bonus Calculation: Bonuses will be calculated using the following
formula:
	 
	 	 	 	(Base Pay x Target % x CPF x CPF Weighting) + (Base Pay x Target % x ITPF x ITPF
Weighting) = Bonus
	 
	 	D.	 	Bonus Calculation Example:
	 
	 	 	 	Assume a Participant with a base salary of $50,000; target bonus of 5% and CPF and
ITPF weightings of 30% and 70% respectively; CPF = 110%; ITPF = 100%.
	 
	 	 	 	($50,000 x 5% x 110% x 30%) + ($50,000 x 5% x 100% x 70%) = $2,575
	 
	 	E.	 	Transfers and Promotions: Participants who transfer or are promoted to
a non-eligible position or to another target bonus percentage will be eligible for
a pro-rated bonus based on the length of time of Plan eligibility or in each
position, as applicable. Participants who




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	 	 	 	were in positions not eligible under the Plan and transfer or are promoted to an
eligible position will be eligible for a pro-rated bonus based on the length of time
in the bonus eligible position.
	 
	 	F.	 	Leaves of Absence: Bonuses will be pro-rated for each full month of
absence during any approved leave of absence. Participants on an approved leave of
absence at the time of payout will have their bonus checks mailed to their home.
	 
	 	G.	 	Performance Improvement Plans: Participants not performing at an
acceptable level or who are deemed not in good standing by management at the time
of payout are not eligible to receive a bonus payment, regardless of performance
ratings for the prior year.
	 
	 	H.	 	Termination of Employment: Participants whose employment terminates
either voluntarily or involuntarily prior to the date of bonus payout will not be
eligible for a bonus payment.
	 
	 	I.	 	Approval of Bonuses. All proposed bonus payments are submitted to the
Administrator for final approval. The Administrator may determine which
Participants shall be granted bonus awards and may adjust the final bonus amount
for any Participant (including increasing or decreasing any bonus from the
calculation set forth in Section III.C above) as it deems appropriate. The
Administrator has complete discretion to adjust bonus awards to reflect changes in
the industry, Gen-Probe Incorporated’s financial performance, a Participant’s job
duties or performance, or any other circumstance the Administrator determines
should impact bonus awards.
	 
	 	J.	 	Administrative Matters and Plan Interpretation: The Administrator is
responsible for administering the Plan. The Administrator has all powers and
discretion necessary or appropriate to review and approve the Plan and its
operation, including, but not limited to, the power to (a) interpret the Plan, (b)
adopt rules for the administration, interpretation and application of the Plan as
are consistent herewith, and (c) interpret, amend or revoke any such rules. All
determinations and decisions made by the Administrator and any delegate of the
Administrator shall be final, conclusive, and binding on all persons, and shall be
given the maximum deference permitted by law. The Administrator, in its sole
discretion, may amend or terminate the Plan, or any part thereof, at any time and
for any reason.
	 
	 	K.	 	Employment at Will: Nothing contained in the Plan will alter a
Participant’s at-will employment relationship with the Company. Employment with the
Company is entered into voluntarily and employees are free to resign at any time
for any reason, with or without advance notice. Similarly, the Company can
terminate employment at any time for any reason, with or without advance notice and
with or without cause. The Company may establish separate procedures for
Participants who are employed outside the United States in order to comply with
applicable laws, rules or regulations of such foreign jurisdictions with respect to
tax, currency, employee benefits or other matters.




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Exhibit A




Target bonus percentages for all employee levels through Senior Director



[Intentionally Omitted]








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Exhibit B




Target bonus percentage for Vice Presidents and Sr. Vice Presidents

of Gen-Probe Incorporated



	 	 	 	 	 	 	 
	 	 	 	 	Weighting
	Career Level	 	Target %	 	CPF	 	ITPF
	 
	 	 	 	 	 	 
	Vice President
	 	30%	 	70%	 	30%
	Sr. Vice President
	 	35%	 	70%	 	30%






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Exhibit C




Performance Matrix for:



2010 COMPANY PERFORMANCE METRICS




(COVERING EMPLOYEES OF GEN-PROBE INCORPORATED AND ALL SUBSIDIARIES EXCEPT
 GEN-PROBE LIFE SCIENCES
LTD.)



[Intentionally Omitted]






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Exhibit D




Performance Matrix for:



Gen-Probe Life Sciences Ltd.




	I.	 	2010 COMPANY PERFORMANCE METRICS





[Intentionally Omitted]






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