Exhibit 10.1


 


OMNICELL
QUARTERLY EXECUTIVE BONUS PLAN


(FY 2009 — Effective
beginning Q2 2009)


 


OBJECTIVES:


 


1) Drive earnings predictability and revenue growth


 


2) Drive execution of operating plan and strategic
objectives


 


3) Motivate and inspire employees to contribute at
peak performance


 


ELIGIBILITY : Certain employees at the Director level
and above (including Section 16 executive officers) who are employed
full-time by Omnicell during an eligibility period (fiscal quarter) are
eligible for the Executive Bonus Plan. If an individual is hired after the
fifteenth day of the second month of the relevant quarter, or is no longer
employed by Omnicell as of the last day of the relevant quarter, the employee
is not eligible to participate in the Executive Bonus Plan for that quarter.


 


INCENTIVE THRESHOLD: Before any Incentive Targets are paid,
the Corporate Target must be achieved; however, achieving the Corporate Target
itself does not have any bonus value associated with it.


 


INCENTIVE TARGET : The Incentive Target is stated as a
percentage of quarterly base salary. 
100% of the total Incentive Target is based on achievement of the
quarterly Individual Targets.   It is
anticipated that the Incentive Target levels will range from 25% to 100% of
quarterly salary depending on the seniority level of the participant.


 


PAYMENT SCHEDULE : The Incentive Target is paid on a
quarterly basis typically in the first payroll period after the compensation
committee of the Board of Directors (the “Committee”) has determined that the
Corporate Target for a particular quarter was reached.


 


BONUS
COMPONENTS


 


Corporate Target: the Corporate Target is driven by the
achievement of corporate profitability, revenue growth goals and, at the
discretion and determination of the Committee, other threshold targets.  Achievement of the Corporate Target requires
100% achievement of each of the following: Revenue Growth Target, Profit
Target, and if applicable, Other Threshold Targets.


 


·
Revenue Growth Target — the revenue growth portion of the Corporate
Target is achieved by meeting the revenue threshold target set by the
Committee.


 


·
Profit Target — the profitability portion of the Corporate Target is
achieved if the Company meets or exceeds the profit amount, in dollars, set by
the Committee (the “Profit Target”).  The Profit Target shall be set at
the minimum profit required to meet that quarter’s desired Earnings Per Share (“EPS”)
amount and shall be set in a manner such that payment of the bonus itself does
not influence the determination of achievement of the EPS goal.  To accomplish this, the Profit Target shall
be calculated by adding the estimated bonus payment to the product of the EPS
goal multiplied by the estimated diluted shares outstanding.  Actual
profit achievement will be similarly adjusted such that the payment of the
bonus itself does not influence the determination of the achievement of the EPS
goal by adding the actual bonus payment to the actual earnings after tax. 
Provided the Profit Targets is achieved, there is an upside payment potential
of an additional 10% of each individual’s total bonus amount for the Company’s
achievement of each incremental profit amount above the Profit Target that is
equivalent to an additional full $0.01 of EPS.


 


·
Other Threshold Targets — The Committee, at its discretion, may set
other Threshold Targets, applied to each participant or any subset thereof.


 


Individual Target: the Individual Target is based on
achievement of goals tied to the corporate operating plan and strategic
objectives.  This target is achieved by
meeting the quarterly individual objectives (MBOs) set by the individual’s
manager.


 


DIRECTION
AND ADMINISTRATION


 


·
CEO may adjust the percentage weightings
within the plan to redirect behavior based on changes in the economy, immediate
needs of the company, changes in long-term strategies and individual career
growth and development throughout the fiscal year.


 


·  Participation in
the Plan is at the discretion of Company management. The Company reserves the
right to make changes to the Plan at any time. The Committee may alter the
incentive payout based on achievement of publicly announced targets, product
milestones, strategic goals, cross functional teamwork and collaboration, and
unforeseen changes in the economy and/or geopolitical climate.