Exhibit 10.1


 


FY2011 VIRTUSA CORPORATION
  EXECUTIVE VARIABLE CASH COMPENSATION
PLAN


 


1.                                       Purpose


 


This Executive Variable Cash Compensation Plan (the “Bonus
Plan”) is intended to provide an incentive for superior work and to motivate
eligible executives of Virtusa Corporation (the “Company”) and its subsidiaries
toward achievement of certain annual revenue and operating margin goals of the
Company, to tie their goals and interests to those of the Company and its
stockholders and to enable the Company to attract and retain highly qualified
executives.  The Bonus Plan is for the
benefit of Covered Executives (as defined below).


 


2.                                       Covered Executives


 


From time to time, the Compensation Committee of the
Board of Directors of the Company (the “Compensation Committee”) may select
certain key executives (the “Covered Executives”) to be eligible to receive
bonuses hereunder.


 


3.                                       Administration


 


The Compensation Committee shall have the sole
discretion and authority to administer and interpret or modify the Bonus Plan,
subject only to approval of the Board of Directors of the Company (the “Board”).


 


4.                                       Bonus Determinations


 


(a)           A Covered Executive may receive a
bonus payment under the Bonus Plan based upon the attainment of performance
targets which are established by the Compensation Committee and approved by the
Board and relate to financial and operational metrics with respect to the
Company or any of its subsidiaries (the “Performance Goals”), including the
annual revenue and operating income targets established by the Compensation
Committee as approved by the Board for any Bonus Year (as defined below).  Such revenue and operating income targets, as
well as applicable targeted bonuses for each Covered Executive, are set forth
on Exhibit A hereto.


 


(b)           Except as otherwise set forth in this
Section 4(b):  (i) any bonuses
paid to Covered Executives under the Bonus Plan shall be based solely upon
objectively determinable bonus formulas that tie such bonuses to one or more
performance targets relating to the Performance Goals, (ii) bonus formulas
for Covered Executives shall be adopted with respect to the Bonus Year  by the Compensation Committee and approved by
the Board and (iii) no bonuses shall be paid to Covered Executives unless
and until the Compensation Committee makes a determination with respect to the
attainment of the performance objectives and the Board approves of such
determination for such Bonus Year.  For
purposes of this Bonus Plan, of the Targeted Covered Executive Bonus (as set
forth in Exhibit A hereto with respect to each Covered Executive)


 


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(i)                                     Revenue targets shall contribute 50% of
the applicable targeted Bonus Payment (as adjusted per the percentages on Exhibit A
to extent the Company achieves, exceeds or misses the applicable target);
payment of all or any portion of any applicable revenue target bonus shall be
based and determined solely and independently on the Company’s achievement of
such revenue performance metric as set forth in Exhibit A;


 


(ii)                                  Operating Income targets shall contribute
50% of the applicable targeted Bonus Payment (as adjusted per the percentages
on Exhibit A to extent the Company achieves, exceeds or misses the
applicable target); payment of all or any portion of any applicable operating
income bonus shall be based and determined solely and independently on the
Company’s achievement of such operating income performance metric as set forth
in Exhibit A;


 


(c)           Each Covered Executive shall have a
targeted bonus opportunity for the Bonus Year as set forth in Exhibit A
hereto.  A “Covered Executive” shall mean
an executive officer of the Company listed on Exhibit A hereto or
as otherwise designated by the Compensation Committee and the Board of
Directors of the Company.


 


(d)           The payment of a bonus to a Covered
Executive with respect to the Bonus Year shall be conditioned upon the Covered
Executive’s employment by the Company on the last day of the Bonus Year and on
the date of actual payment of such Bonus by the Company; provided, however,
that the Compensation Committee may make exceptions to this requirement, in its
sole discretion, including, without limitation, in the case of a Covered
Executive’s termination of employment, retirement, death or disability, subject
to Board approval or as otherwise set forth in a Covered Executive’s employment
agreement.


 


(e)           The term of the Bonus Plan
extends from April 1, 2010 through March 31, 2011 (the “Bonus Year”).  This Bonus Plan does not apply to any prior
or future period.  To the extent that any
Covered Executive is not employed by the Company on the first day of the Bonus
Year, but is employed by the Company continuously after such date for the
remainder of the Bonus Year and up to the time of any bonus payment hereunder,
except as otherwise determined by the Compensation Committee, the Covered
Executives applicable bonus amount shall be pro-rated based on the portion of
the Bonus Year that such Covered Executive is employed by the Company, provided
that the Covered Executive satisfies all of the criteria for earning and being
paid such bonus under the terms herein.


 


5.                                       Timing of Payment


 


The
Performance Goals will be measured at the end of each fiscal year after the
Company’s financial reports and related metrics have been approved by the Board  for the applicable period  If the Performance Goals are met, subject to
satisfaction of all other terms in this Bonus Plan, the Company shall, after
such Board approval, make such payments promptly , but in any event, within 75
days after the expiration of the period against which the applicable
Performance Goals were being measured and calculated.


 


6.                                       Amendment and Termination


 


The Company reserves the right to amend or terminate
the Bonus Plan at any time in its sole discretion.


 


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Exhibit A


 


FY2011 Executive Variable Cash Compensation Plan (“VCCP”) and
Performance Targets


 


	
  Executive

  	
   

  	
  Fiscal Year

  	
   

  	
  Total Variable

  Cash

  Compensation

  @100% Plan

  	
   

  	
  Revenue (50%)

  	
   

  	
  Operating Profit 

  (50%)

  
	
  Kris
  Canekeratne-CEO

  	
   

  	
  FY2011

  	
   

  	
  $

  	
  250,000

  	
   

  	
  $[REDACTED]*M

  	
   

  	
  $[REDACTED]*M

  
	
  Tom
  Holler —EVP and COO

  	
   

  	
  FY2011

  	
   

  	
  $

  	
  150,000

  	
   

  	
  $[REDACTED]*M

  	
   

  	
  $[REDACTED]*M

  
	
  Keith
  Modder-President Asia and EVP, Global Services

  	
   

  	
  FY2011

  	
   

  	
  $

  	
  100,000

  	
   

  	
  $[REDACTED]*M

  	
   

  	
  $[REDACTED]*M

  
	
  Raj
  Rajgopal, EVP, Business Development and Client Services

  	
   

  	
  FY2011

  	
   

  	
  $

  	
  210,000

  	
   

  	
  $[REDACTED]*M

  	
   

  	
  $[REDACTED]*M

  
	
  Ranjan
  Kalia-SVP, Finance, CFO

  	
   

  	
  FY2011

  	
   

  	
  $

  	
  120,000

  	
   

  	
  $[REDACTED]*M

  	
   

  	
  $[REDACTED]*M

  



 


To the extent that revenue
or operating profit is below or above such 100% VCCP target thresholds, the %
bonus will be applied per the table below by the Compensation Committee;
provided that if the actual results are in between the below listed targets,
the Committee may pro-rate the variable cash compensation amounts, subject to
the terms below:


 


VCCP payments if below or
above 100% VCCP Targets


 


	
  Fiscal
  Year 

  2011 

  Revenue

  	
   

  	
  % of Total 

  Targeted Variable 

  Cash 

  Compensation for 

  Revenue Target

  	
   

  	
  Fiscal Year 2011 

  Operating Profit

  	
   

  	
  % of Total 

  Targeted 

  Variable Cash 

  Compensation 

  for Operating 

  Profit Target

  
	
  $*M**

  	
   

  	
  70%

  	
   

  	
  $[REDACTED]*M***

  	
   

  	
  70%

  
	
  $*M

  	
   

  	
  100%

  	
   

  	
  $[REDACTED]*M

  	
   

  	
  100%

  
	
  $*M

  	
   

  	
  150%

  	
   

  	
  $[REDACTED]*M

  	
   

  	
  150%

  
	
  $*M

  	
   

  	
  200%

  	
   

  	
  $[REDACTED]*M

  	
   

  	
  200%

  



 






*Confidential


 


**Below $[REDACTED]*M in
revenue, no variable cash compensation for revenue is earned or paid


 


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*** Below $[REDACTED]*M in
operating profit, no variable cash compensation for operating profit is earned
or paid


 


No bonus on revenue is paid if the revenue is below $[REDACTED]*M and no bonus is paid on operating
profit if the operating profit is below $[REDACTED]*M for the fiscal year ending March 31,
2011.


 


*Confidential


 


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