exhibit1024.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.24

        

      

    


    COLUMBIA
LABORATORIES, INC.

    INCENTIVE
PLAN

    


    


    
      	
              1.  

            	
              Plan
      Objectives

            


    

    The
objectives of the Columbia Laboratories Incentive Plan are to:

    


    
      	
              ·  

            	
              Encourage
      and reward Participants for achievement of the Company’s financial,
      tactical and strategic objectives;

            


    

    


    
      	
              ·  

            	
              Reinforce
      a strong performance orientation with variability in awards based on
      individual contribution and teamwork;
and

            


    

    


    
      	
              ·  

            	
              Provide
      a fully competitive compensation package that will attract, reward and
      retain high caliber employees.

            


    

    


    
      	
              2.  

            	
              Plan
      Year

            


    

    The Plan
year is the Company’s fiscal year, January 1 through December 31.

    


    
      	
              3.  

            	
              Eligibility and
      Participation

            


    

    In
general, active exempt and non-exempt employees as of March 1 of the Plan year
are eligible to participate in the Incentive Plan. Employees who are eligible
for another term incentive plan (e.g., sales incentives) are not eligible to
participate. Participants who are hired after February 28, but before October 1,
of the Plan year are eligible for a pro-rated incentive award based on their
hire date. Participants hired on or after October 1, of the Plan year are not
eligible to participate that Plan year.

    


    To be
eligible for an incentive award, a Participant must be actively employed on the
date of distribution of awards for the Plan year. The following are exceptions to this
general rule:

    


    
      	
              ·  

            	
              If
      a Participant leaves the Company before the award distribution date for
      any of the following reasons, he or she will be eligible to receive a
      pro-rated target award based on the period of active employment during the
      year:

            


    

    


    
      	
              o  

            	
              Retirement
      with the consent of the Company

            


    

    
      	
              o  

            	
              Inability
      to perform the work as a result of injury, ill-health or
      disability

            


    

    
      	
              o  

            	
              Death
      in service

            


    

    


    
      	
              ·  

            	
              A
      Participant who takes an unpaid leave of absence (such as NJFLA) will be
      eligible for a pro-rated award for the period of active employment during
      the plan year. A Participant who begins an unpaid leave of absence and
      does not return prior to December 31 will be eligible for a pro-rated
      award upon return to work.  Participants who do not return to
      work will not be eligible for an
award.

            


    

    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.24

        

      

    


     

    
      
        	
                4.  

              	
                General
      Approach

              


      

    

    
      	
              ·  

            	
              Each
      eligible Participant has an individual incentive target that is expressed
      in units as a percentage of base
      salary.   Individual  incentive targets are
      established on the basis of position level and are higher for positions of
      greater responsibility..

            


    

    


    
      	
              ·  

            	
              Performance
      criteria and relative weightings of each corporate goal are approved
      annually by the Compensation Committee and the Board of
      Directors.

            


    

    


    
      	
              ·  

            	
              Each
      year the funding of the annual incentive pool is determined by the
      Compensation committee on the basis of attainment of each of the financial
      and strategic goals for the fiscal year, and then finally determined by
      the Board. The total number of units in the pool may be more or less than
      the target incentive pool based on Company
  performance.

            


    

    


    
      	
              ·  

            	
              Individual
      awards will take into account performance against individual objectives
      and within the context of the overall annual incentive fund available for
      awards.

            


    

    


     

    
      
        	
                5.  

              	
                Individual Incentive
      Targets

              


      

    

    The
following incentive targets (expressed in units as a percentage of annualized
base salary) will apply to participants in the Plan based on their position and
level of responsibility in the Company.*

     

    
      	
              Position

            	
              Incentive
      Target

            
	
               

              Officer

               

            	
               

              30%

            
	
               

              Executive
      Director

              Senior
      Director

              Director

            	
               

               

              25%

            
	
               

              Associate
      Director

            	
               

              20%

            
	
               

              Senior
      Manager

              Manager

            	
               

               

              15%

            
	
               

              Supervisor

              Administrator

            	
               

               

              10%

            
	
               

              Non-exempt

            	
               

              4%

            


    

    


    The
incentive targets for the President and Chief Executive Officer; Senior Vice
President, General Counsel and Secretary; and  Senior Vice President,
Chief Financial Officer and Treasurer are governed by their respective
employment agreements.

    


     

    
      
        	
                6.  

              	
                Funding
      Criteria

              


      

    

    The
incentive pool is based upon the sum of all eligible Participants’ incentive
targets multiplied by the Board approved funding level (0% - 125%).

    


    



    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.24

        

      

    


     

    
      
        	
                7.  

              	
                Determination of
      Annual Incentive Pool

              


      

    

    The
annual incentive pool is initially determined by the Compensation Committee of
the Board of Directors on the basis of the following: the attainment of the
financial and strategic goals for the Plan year as established by the Board of
Directors; competitive economic factors; the regulatory environment; the timely
and successful development of products; the Company’s exposure to product
liability and other lawsuits and contingencies; market and customer acceptance
and demand for the Company’s pharmaceutical products; reliability of supply of
the Company’s pharmaceutical products by contract manufacturers; product
recalls; relationships with significant customers; reimbursement policies of
third party payors; and general economic conditions. The annual incentive pool
is finally determined by the Board of Directors.

    Thethejeletermin

    The total
amount of the incentive pool sets the maximum that may be paid out in the total
awards to all individual Participants.

    


    
      	
              8.  

            	
              Calculation of
      Individual Awards

            


    

    To
determine a Participant’s actual award once the incentive pool funding
percentage is approved, involves two calculations:  (a) determination
of the Participant’s target award, and (b) application of the individual’s
performance factor.

    


    
      	
              (a)  

            	
               Determination
      of the Participant’s target award

            


    

    


    The
target award for the individual Participant is determined using the following
formula:

    


    Annualized
salary x position award target x pool funding percentage = target award in
units

    


    Example:  Salary
of $75,000 x position target award of 15% x pool funding percentage of 110% =
target award of 12,375 units.

    


    Note that
the target award is based on a Participant’s salary and position level in effect
on December 31 of the Plan year.

    


    
      	
              (b)  

            	
               Application
      of individual’s performance factor

            


    

    


    As a
result of the annual performance review, each Participant receives an overall
performance rating.  The rating reflects how well the individual
performed against his or her personal objectives and the Company
objectives.

    


    Using the
following table as a guide, the individual’s target award (as determined in (a)
above) may be modified to reflect his or her overall performance
rating.

    


    For
example, assume that the Participant whose target award is 12,375 units has a
performance rating of exceeds expectations.  The manager may recommend
an award ranging from 12,375 units (100%) to 15,469 units (125%) to reflect
individual performance.  If that individual’s rating is meets
expectations, the award range would be 9,281 units (75%) to 12,375 units
(100%).  Any individual with a rating of below expectations will not
receive an award.


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.24

        

      

    


    


    
      	
              Overall
      Performance Level Against Individual and Company
Objectives

            	
              Award
      Guideline

              (%
      of Target Award)

            
	
               

              Exceeds  expectations

            	
               

              125 -
    150%

            
	
              High-Meets
      expectations

            	
              100
      - 125%

            
	
              Meets
      expectations

            	
                75
      - 100%

            
	
              Low
      - Meets  expectations

            	
              0 -
      75%

            
	
              Below
      Expectations

            	
              0%

            


    

    


    The sum of all individual
awards may not exceed the overall incentive pool allocated to the Company, as
explained in section 7 above.

     

     

     

    
      	
              9.  

            	
              Payments of
      Awards

            



    The form
and timing of awards is at the discretion of the Company, but these will be made
to participants on or before March 15 following completion of the fiscal
year.  If awards are made in the form of option grants, each unit
awarded will be equal to a number of options as determined by the Compensation
Committee of the Board in its sole discretion. Cash payments, if any, will be
made after the deduction of withholdings required by law or as authorized by the
recipient.

    


    
      	
              10.  

            	
              Plan
      Administration

            


    

    The
Company has complete discretion regarding all aspects of the Incentive Plan’s
implementation and administration, and may change the Plan in whole or in part
or eliminate the Plan entirely at any time.

    


    The
decision as to whether or not a Participant is eligible to receive an award
under the Plan rests solely with the Company, which also reserves the right to
forego awards or make reduced awards.  The Company’s determination
will be final and binding.

    


    Participation
in this plan does not in any way whatsoever create a contractual relationship
between the Participant and the Company.

    


    The
impact of any award made under the Plan on other employee benefit programs will
be governed by the terms of those programs.

    


    The Plan
is managed by the Compensation Committee of the Board of
Directors.  The Committee has full power and discretion to interpret
and administer the Plan.