bm20090223_8k-ex101.htm


    
      Exhibit 10.1 

    

     

     

    

     

     

    Bell
Microproducts Inc.

    Management
Incentive Plan

    Year
2009

     

    The
Management Incentive Plan (the “Plan”) is established to provide the Chief
Executive Officer, other executive officers, and division heads of Bell
Microproducts Inc. (the “Company”) with a financial incentive to meet and exceed
financial and other objectives.  The following is a description of the
Plan.

     

    
      	
              1.

            	
              Participation:

            


    

    The
Compensation Committee of the Board of Directors (the “Committee”), upon the
recommendation of the Chief Executive Officer, is responsible to designate
participants in the Plan, approve Plan goals, establish target incentives, and
approve Plan payouts.

     

    
      	
              2.

            	
              Performance
      Targets:

            


    

    Performance
goals are established at the beginning of the year for the first half of the
year based on the Annual Operating Plan.  The goals for the second
half of the year will be established at the beginning of the second half of the
fiscal year.  The goals will consist of one or more of the following
elements:

     

    Earnings
Per Share (EPS), Net Income, Pretax Profit (PTP), Operating Contribution, Return
on Equity (ROE), Return on Invested Capital (ROIC), Return on Working Capital
(ROWC), and Individual Objectives (short-term tactical MBOs as well as
objectives based on strategic initiatives).

    Note:

    
      	
              ·  

            	
              ROE
      is derived by dividing net income for the period by common shareholder
      equity.

            


    

    
      	
              ·  

            	
              ROIC
      is derived by taking business unit pretax profit and dividing it into Bell
      Micro’s investment/intercompany loans, including acquisition interest, to
      the business unit.  At the corporate level, after tax profit is
      used instead of pretax profit.

            


    

    
      	
              ·  

            	
              ROWC
      is derived by taking business unit pretax profit and dividing it into
      working capital (A/R + Inventory –
AP).

            


    

     

    
      	
              3.  

            	
              First
      Half Plan and Second Half
Plan

            


    

    For 2009,
the Plan consists of a stand alone First Half Plan based on financial
performance and a stand alone Second Half Plan based on financial performance,
as well as annual objectives or “MBOs,” as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    a.      First Half
Plan

    After the
close of the first half of the year and approval by the Committee, financial
performance for the First Half will be compared to the financial goals for the
First Half to determine the amount of incentive each participant earned in the
First Half.  In calculating the amount of earned incentive, the
payment calculation schedule shown in paragraph 4 below shall be
used.

     

    b.      Second Half
Plan

    After the
close of the second half of the year and approval by the Committee, financial
performance for the Second Half will be compared to the financial goals for the
Second Half to determine the amount of incentive each participant earned in the
Second Half.  In calculating the amount of earned incentive, the
payment calculation schedule shown in paragraph 4 below shall be
used.

     

    The
amount of target incentive applied to each half of the year will generally be
the same as the ratio set forth in the Annual Operating Plan for corporate
profit in each half of the fiscal year.

     

    c.      MBOs

    At the
beginning of each year, each participant in the Plan shall submit in writing to
their manager, four to six MBOs, and as directed by the Compensation Committee,
additional MBOs based on strategic initiatives.  The MBOs represent
business priorities for the year.  The MBOs shall be approved by the
Chief Executive Officer.  The objectives for the Chief Executive
Officer shall be approved by the Committee.  The written objectives
must include a statement of the objective, the delivery date, and the expected
result (i.e., a definition of how the accomplishment is to be
measured).  If there is more than one objective, each will be weighted
equally, unless the objective states otherwise.

     

    Because
the actions necessary to accomplish MBOs will generally span several quarters,
payment of the MBO-based incentive will be made on an annual
basis.  After the close of the year, each participant shall review
their approved MBOs and submit in writing to their manager an evaluation of
their performance of each MBO.  The Chief Executive Officer shall
approve or change the recommended performance level for each MBO and communicate
this to the Committee.  The performance achievement of the MBOs for
the Chief Executive Officer shall be approved by the
Committee.  Payment for MBO performance of all participants requires
the prior approval of the Committee.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	
              4.  

            	
              Payment
      Calculation Schedule

            


    

     

    Payout of
incentives for profit and other financial goals is based on the following
metric.

    
 

    
      
        
          

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      	
                                                                                              Plan
      Achievement

                                                                                            	
                                                                                              Incentive
      Earned

                                                                                            
	
                                                                                              Below
      Tier I

                                                                                            	
                                                                                              0%

                                                                                            
	
                                                                                              At
      Tier I

                                                                                            	
                                                                                              50%

                                                                                            
	
                                                                                              At
      Tier II

                                                                                            	
                                                                                              100%

                                                                                            
	
                                                                                              150%
      or more of Tier II

                                                                                            	
                                                                                              150%

                                                                                            


                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

                      Use
straight-line interpolation between metrics

     

    
      
        	 	Definitions	 
	
                 
      

              	
                Tier
      I:

              	
                The
      minimal acceptable level of performance for bonus
      eligibility.  If Tier I is achieved, 50% of the target incentive
      applicable to this performance metric will be paid.

              
	 	Tier
      II:	
                If
      Tier II is achieved, 100% of the target incentive applicable to this
      performance metric will be
paid.

              


      

    

    
    

     

    
      	
              5.  

            	
              The
      target incentive for Plan participants who become participants after the
      start of the fiscal year will be prorated for the period of time as a Plan
      participant.

            


    

     

    
      	
              6.  

            	
              Participants
      must be employees of the Company on the date incentives are paid to be
      eligible for payments under the
Plan.

            


    

     

    
      	
              7.  

            	
              The
      Company, in its sole discretion, has the authority to change this Plan at
      any time, including but not limited to, increasing incentive payouts above
      target in the event of superior performance; in the event of a significant
      overachievement of goals, adjusting payouts to prevent unwarranted
      “windfalls,” and to make other changes in the Plan or Plan targets that
      are in the best interests of the
Company.

            


    

     

    
      	
              8.  

            	
              In
      the event that the Company issues a material restatement of its financial
      statements upon which payment under the Plan was based, the Company, at
      the discretion of the Committee, may require a participant in the Plan to
      repay any amounts that would not have otherwise been earned as determined
      using the restated financial statements, or pay additional amounts to
      participants if such additional amounts had been earned as determined
      using the restated financial
statements.

            


    

     

    
      	
              9.  

            	
              In
      the event that the Company raises new equity funds during the year,
      thereby eliminating interest charges, the financial plan may be adjusted
      accordingly.

            


    

     

    
      	
              10.  

            	
              In
      the event of an acquisition or divestiture, the Committee will make a
      determination as to the impact on the financial plan and may modify the
      Plan accordingly.

            


    

     

    
      	
              11.  

            	
              The
      Company, in its sole discretion has the authority to make incentive
      payments in cash, restricted stock units, or a combination
      thereof.