EXHIBIT
10.1


 





 


Overview — Executive & Managers Compensation
Philosophy


 


The
primary objective of Satcon’s compensation program is to attract, retain, and
motivate the best possible executive and management talent in pursuit of our
business strategy of being a leading global provider of utility scale
distributed power solutions for the renewable energy market.  The focus is to tie short and long-term
incentives to the achievement of measurable corporate and individual
performance objectives.   Our management
compensation structure not only aims to be competitive in our market sector,
but also to be fair relative to compensation paid to other professionals within
our organization. As we continually develop our compensation approach, we aim
to implement an approach that rewards our managers when we achieve our target
goals and objectives.  As our business
evolves, we seek to foster a performance-oriented culture, where individual
performance is aligned with organizational objectives.  Managers will be evaluated and rewarded based
on their organizational contributions to the achievement of short and longer
term objectives; their openness to challenging and improving current policies
and structures; their willingness to foster a highly creative team-oriented environment;
and their ability to take advantage of unique business opportunities and
overcome difficult challenges within the emerging renewable energy and
distributed power business sectors.


 


An important component of Satcon’s
management total compensation program is an annual cash Incentive Plan that
ties a significant portion of management’s overall compensation to the
achievement of short term annual objectives.


 


 SATCON 2009 INCENTIVE
PLAN


FOR MANAGEMENT


 


Section 1:
Purpose


 


The Satcon 2009 Incentive Plan (the “Plan”) is designed to:


 


·                  Attract and retain highly qualified
executives and other personnel by providing competitive annual incentive
opportunities.


 


·                  Provide performance-leveraged incentives that
motivate and reward superior managerial performance and the profitable growth
of Satcon Technology Corporation (the “Company”).


 


·                  Support a performance oriented environment
that differentiates individual rewards based on performance and results.


 


Section 2:
Definition of Terms


 


a)                                      Board means the Board of Directors of the Company.


 


b)                                     Committee means the Compensation Committee of the
Board.


 


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c)                                      Participants shall be the persons eligible to participate
in the Plan, consisting of the Corporation’s “Executive Officers” (as defined
under Rule 3b-7 under the Securities Exchange Act of 1934, as amended) and
other named participants, as determined by the Committee from time to
time.  As of the effective date of the
Plan, the Participants are (i) the President & Chief Executive
Officer; (ii) the Chief Financial Officer; (iii) the Vice President
of Engineering & Chief Technology Officer; (iv) the Vice
President, Administration & Secretary; (v) the Vice President of
Sales & Marketing; (vi) the Vice President Operations, (vii) those
individuals who directly report to the Executive Officers at the Director
Level, (viii) those individuals who manager a group or function (Manager
Level) who report to the Executive Officer or Director, and (ix) Satcon
Fellows.


 


Section 3:
Plan Administration


 


The Committee shall have sole and
complete discretion to administer and interpret the Plan with respect to the
Participants.  The decisions of the
Committee concerning administration and interpretation of the Plan shall be
final and binding. The Plan shall continue in its current form until and unless
action is taken by the Board to modify or terminate the Plan.


 


Section 4:
Plan Year


 


The Plan performance year shall be
the Company’s fiscal year (January 1 — December 31, 2009). After the
end of the fiscal year, cash incentive payments earned under the Plan shall be
determined and approved by the Committee in accordance with the provisions of
the Plan.


 


Section 5:
Performance Targets and Measurement


 


The Plan, which has been approved by the Committee and the Board,
outlines general performance goals and business criteria upon which each
Participant’s performance will be evaluated. 
Specific performance goals and business criteria will be subsequently
approved by the Committee.  Performance will
be measured against these specific performance goals and business criteria,
which will be established for each functional area of the organization.  Generally, (i) for the President &
CEO, performance will be evaluated based on overall corporate objectives and (ii) for
all other Participants, performance will be evaluated based on relevant
operations, sales & marketing, engineering, finance and administration
objectives.


 


General 2009 objectives are summarized as follows:


 


President & CEO — Corporate:  Overall corporate objectives will include
objectives related to the Company’s focus and market position, growth,
product/service quality, profitability, financial condition, business
practices, and establishment of prudent governance practices.


 


Operations: 
Operations objectives will include objectives related to business
operating models, manufacturing and plant capacity, customer performance and
long-term strategies.


 


Sales & Marketing:  Sales & marketing objectives will
include objectives related to direct sales team
organization, sales methodology, forecast methodology and customer relationship
management systems, global business development and channels organization,
branding initiatives and field services organization.


 


Engineering: 
Engineering objectives will include objectives related to product
quality, design processes 


 


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and new products.


 


Finance: 
Finance objectives will include objectives related to management information, information systems,
planning processes, financial operating models and control environment.


 


Administration: 
Administration objectives will include objectives related to
compensation strategy, performance management systems, annual cash incentive
programs, rewards programs, training, staffing, internet access, domain
upgrades and help desk administration.


 


Section 6: 
2009 Potential Incentive Award Opportunity


 


·                  President & CEO:


·                  Up to 60% of Base Salary upon attainment of
100% of Corporate target objectives


 


·                  Other Executive Officers:


·                  Up to 30% of Base Salary in total - half of
which is based upon attainment of 100% of personal target objectives and half
of which is based upon attainment of 100% of Corporate target objectives.


·                  If the company achieves target financial objectives,
the board has the discretion to grant additional cash bonuses to compensate for
no base salary adjustment at the beginning of 2009 (Chief Technology Officer:
up to 10%, VP Administration: up to 6.7%).


 


·                  Other (Director Level and Manager Level)
Participants:


·                  Up to 20% of Base Salary in total for
Director Level participants (including Satcon Fellows) - half of which is based
upon attainment of 100% of personal target objectives and half of which is
based upon attainment of 100% of Corporate target objectives


·                  If the company achieves target financial
objectives, the board has the discretion to grant additional cash bonuses to
compensate for no base salary adjustment at the beginning of 2009.


·                  Up to 10% of Base Salary in total for Manager
Level participants - half of which is based upon attainment of 100% of personal
target objectives and half of which is based upon attainment of 100% of
Corporate target objectives


 


Section 7:
Earning an Award


 


The
President & CEO annually reviews other Participant’s performance with
the Committee and makes recommendations to the Committee with respect to the
appropriate payments to be made under the Plan. 
Based in part on the CEO’s recommendations and other considerations, the
Committee approves the incentive payments (other than the CEO).  The Compensation Committee independently
evaluates the performance of the CEO and determines and approves the incentive
payment earned for the given performance period.


 


Section 8:
Final Approval


 


After determining and approving incentive payments under the Plan, as
discussed in Section 7 above, the Committee will then recommend to the
Board payments to be made under the Plan. The Board must approve payments made
under the Plan.  Final determination of
any and all employee compensation will be based on the sole discretion of the
Compensation Committee with Board of Director approval. Any payments under the
Plan shall be paid by March 15, 2010.


 


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Section 9:
Other Provisions


 


(a)                                  Earning a Payment Under the Plan. 
Payments under the Plan shall not be earned until they are approved by
the Board in accordance with Section 8 above. In addition, payments under
the Plan shall not be earned if, on the final date of the fiscal year, the Participant
is not in compliance with either his or her employment agreement (if any) or
the non-disclosure agreement.  A
Participant is entitled to payment under the Plan, if earned (which requires
approval of the Board), if the Participant is employed on the last day of the
fiscal year, subject to the prior sentence and Sections 9(e) and 9(f) below.


 


(b)                                 Plan Amendment.  The Board may, at any time and from time to time, amend, alter,
suspend, discontinue or terminate the Plan, as it deems necessary or appropriate
to achieve the purposes of the Plan or for other business reasons.


 


(c)                                  No Right to Employment.  The existence of this Plan shall not be construed as giving a
Participant the right to continued employment or any future right to
participate in the Plan.


 


(d)                                 Other Corporate Benefit and
Compensation Programs.  Participation in this Plan shall not be
deemed as part of a Participant’s regular, recurring compensation for purposes
of calculating payments or benefits from any Company benefit or severance program
(or severance pay law of any country) unless otherwise specified in the
particular benefit plan or benefit plan documents.


 


(e)                                  Retirement, Disability or
Death.  In the event a Participant would otherwise
earn an incentive award pursuant to this Plan, but the Participant does not
qualify because of the Participant’s death, disability or retirement, then the
Participant shall be deemed to have “earned” his or her award, subject to the
approval by the Board.  The term “disability”
shall have the meaning ascribed to such term in the employment agreement
between the Participant and the Company (or, in the event that the Participant
does not have any employment agreement with the Company, shall mean “the
inability to perform services for the Company for an aggregate of 90 days
during any 365-day period”). The Committee shall interpret the term “retirement”.


 


(f)                                    Employment for a Portion of
a Plan Year.  The CEO may recommend and the Committee, at
its sole discretion, may permit a Participant to participate in the Plan during
a fiscal year in which the Participant was not employed by the Company for the
full fiscal year. Such participation may be on a pro rata basis or on such
other basis as the Committee determines.


 


(g)                                 Unfunded Plan.  The Plan shall be unfunded and shall not create (or be construed to
create) a trust or separate fund(s). Likewise, the Plan shall not establish any
fiduciary relationship between the Company and any other Participant or other
person. To the extent that any person holds any rights by virtue being a
Participant under the Plan, such right shall be no greater than the right of an
unsecured general creditor of the Company.


 


(h)                                 Successors and
Assignees.  The Plan shall be binding on all successors
and assignees of a Participant, including, without limitation, the estate of
such Participant and the executor, administrator or trustee of such estate, or
any receiver or trustee in bankruptcy or representative of the Participant’s
creditors.


 


(i)                                     Governing Law.  The validity, construction and effect to the Plan and any actions taken
under the Plan shall be determined in accordance with applicable laws of the
State of Delaware.


 


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