exv10w1





Exhibit
10.1 



BROCADE SENIOR LEADERSHIP PLAN




Revised: December 19, 2008 (effective as of fiscal year 2009)




PURPOSE




     The Brocade Senior Leadership Plan is designed to link incentive compensation with Company
performance.



PERFORMANCE PERIOD AND PAYOUT PERIOD




     Performance against Company and individual objectives is measured annually (according to the
Company’s fiscal year) (Plan Period), but will be reviewed semi-annually. Payout of earned cash
bonuses, if any, occurs on an annual basis.



ELIGIBILITY




     Regular full-time and part-time Vice President (VP) level employees are eligible to participate in
the Senior Leadership Plan Program. To the extent a VP is eligible to and participates in the
Company’s Sales Incentive Plan, then that VP shall not be eligible to participate in this Senior
Leadership Plan.



     Participants must be regular (full-time or part-time) employees at the end of the fiscal year to be
eligible to receive a Senior Leadership Plan Payout.



PARTICIPANT PERFORMANCE




     As each Plan Period begins, participants must complete a CEO or VP Performance Contract.
Performance contracts should be tied to company and departmental goals as outlined by the board of
directors (i.e., company priorities and initiatives). All goals must be tied to overall company
objectives and have defined measurements.



     Before Performance Contracts for Executive VPs are final, they are to be reviewed and approved by
Finance, Human Resources, and the Chief Executive Officer (CEO). Performance Contracts for
Functional VPs are reviewed and approved by the applicable Executive VP. The CEO’s Performance
Contract shall be reviewed by the Chair of the Board of Directors and the Chair of the Compensation
Committee.



     At the end of each Plan Period, actual performance against the plan’s financial metric goals is
determined by Finance and provided to the plan participants. Performance against goals is then
assessed by the Participant and then reviewed and assessed by the VP’s manager, in order to
determine each participant’s bonus payout for the period. The Compensation Committee reviews and
approves all Section 16 Officers’ performance and bonus payouts annually. The CEO reviews and
approves all other VP cash bonus payouts. The Compensation Committee shall review and approve the
CEO’s bonus payouts.



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COMPANY PERFORMANCE & SENIOR LEADERSHIP PLAN FUNDING




     Each Plan Period, Brocade’s Board of Directors will set a Non-GAAP Operating Income target for the
Company to achieve during the Plan Period (Target OI).



     At the end of each Plan Period, Brocade will determine amounts to be paid under the Senior
Leadership Plan based on the actual performance achieved by Brocade during the Plan Period (Actual
OI) relative to the Target OI (Actual Funding).



     The Actual OI will be communicated following the end of each Plan Period.



PARTICIPANT INCENTIVE TARGET




     With respect to Section 16 Officers (including the Chief Executive Officer), a Participant’s Annual
Incentive Target may range from 40% to 150% and is determined by the Company’s Compensation
Committee. With respect to other participants in the Company’s Senior Leadership Plan, a
Participant’s Annual Incentive Target is determined by the Participant’s classification or pay
grade at the end of the 12-month Plan Period, unless otherwise indicated in writing by Brocade.



SENIOR LEADERSHIP PLAN PAYOUTS




     On an annual basis, the Compensation Committee reviews and approves the formula for cash bonus
payouts for all Section 16 Officers (including the CEO) and the Individual Performance for Section
16 Officers other than the CEO. The CEO reviews and approves the formula for cash bonus payouts and
the Individual Performance for all other VP cash bonuses. Individual Performance can range from
90% to 100%. The CEO is measured exclusively on Corporate performance.



     Program payouts are made within eight (8) weeks following the conclusion of the 12-month Plan
Period. Payouts will be pro-rated for Participants who are hired or transferred into the Senior
Leadership Plan during any Plan Period.



     Except as otherwise agreed upon by: (i) the Compensation Committee for the CEO and other Section
16 officers, and the CEO for all other VPs, and (ii) the Participant, for each Participant, the
cash bonus payout is calculated based on the following formula (less applicable taxes and
deductions):



     Bonus Payout = (Actual Funding) x (Individual Performance*) x (Annual Incentive
Target) x (Annual Salary)




			
	*	 	Individual Performance scoring is not applicable to the CEO.





     Bonuses will be calculated using the annual base salary and Annual Incentive Target as of the last
day of the Plan Period, except as set forth above or otherwise indicated in writing by Brocade.



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ADMINISTRATIVE PROCEDURES




Compensation Committee Approval




     The Compensation Committee reserves the right to decrease or eliminate bonus otherwise indicated.



New Hires and Promotions




     Participants new to the company or who are promoted into the Senior Leadership Plan must complete a
VP Performance Contract within 60 days of beginning in the new position.



Position/Salary Factor




     Payout will be based on the Participant’s annual base salary and job position on the last day of
the Plan Period. Bonuses may be pro-rated if Participant received a cash bonus under another bonus
program.



     Terminations: Anyone who is not on the payroll as of the end of the fiscal year is not eligible to
receive a cash bonus payout.



     Leaves of Absences, Disability or Death: In the event of the Participant’s death, disability time
off, or leave of absence, Payouts will be made on a pro-rated basis, based on the number of days
the Participant was actively working at Brocade. If the Participant is on a legally protected leave
of absence (e.g. Family Medical Leave or Military Leave), the Participant’s eligibility for
participation in Plan may be extended beyond the time above, in accordance with the laws governing
the legally protected leave. In the event of death, any cash bonus payments will be paid to the
Participant’s primary beneficiary as designated in the Participant’s Brocade life insurance plan
documentation, if any, or will otherwise be paid to his or her estate.



     Performance Improvement Plan/Disciplinary Situations (Development Needed): If a Participant, at
anytime prior to the cash bonus payout 12-month Plan Period, is subject to a performance
improvement plan, discipline or demotion, Brocade may, in its sole discretion, reduce or eliminate
the cash bonus payment that the Participant would otherwise have been eligible to receive. If, at
the time prior to the Payout for a 12-month Plan Period, it is determined that a Participant may be
subject to corrective action, discipline or demotion, then Brocade may withhold the entire cash
bonus payout, or a portion thereof, until after a final decision on such corrective action has been
made. If a Participant is given a performance rating of Development Needed, the Participant will
not be eligible to receive a Payout. Only the VP of Human Resources or CEO may approve exceptions
to this policy, except that the Compensation Committee must approve exceptions for Section 16
officers.



     Other Provisions: Participation in the Senior Leadership Plan does not constitute an agreement
(express or implied) between the Participant and Brocade that the Participant will be employed by
Brocade for any specific period of time, nor is there any agreement for continuing or long-term
employment. Terms and conditions regarding the Senior Leadership Plan and any participation
therein, including but not limited to Senior Leadership Plan eligibility, Senior Leadership Plan
funding, and performance and payout criteria and determinations, are subject to change by Brocade
at any time in its sole discretion. Brocade and its Board of Directors retain
the absolute right to interpret, revise, modify or terminate the Senior Leadership Plan at any time
in its sole discretion.



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