The Cooper Companies, Inc. 2012 Incentive Payment Plan


 Exhibit 10.1 
 



 
 2012 INCENTIVE PAYMENT PLAN 

Final 

December 14, 2011 

  
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 THE COOPER COMPANIES, INC. 

2012 INCENTIVE PAYMENT PLAN 
 SECTION I - NAME 
 The name of this plan is the “2012 Incentive Payment Plan” (the
“Plan” or “IPP”). 
 SECTION II - SCOPE 
 This Plan sets out the IPP guidelines for the following Business Units of The Cooper Companies, Inc. and its subsidiaries (the “Company” or “TCC”): 

CooperVision (“CVI”) Consolidated 
 CooperSurgical (“CSI”) Consolidated 
 Corporate HQ 

Where the terms of this Plan differ from the terms of any Participant’s employment or severance contract, the terms of such contract will dictate.
No new such arrangements shall be entered into without the advance written approval of all of the following: The Company’s Chief Financial Officer (“CFO”), its Chief Executive Officer (“CEO”) and the Organization and
Compensation Committee of the Board of Directors (the “Committee”). 
 SECTION III - PURPOSE 

The purpose of the Plan is to provide incentives to officers and key employees of the Company who are in a position to contribute significantly to
increasing (1) Revenue, (2) Income, (3) Earnings Per Share (“EPS”) and (4) Cash Flow, as defined in the Plan. The Plan also includes a discretionary pool designed to allow for a subjective evaluation of each Business
Unit’s and/or Participant’s performance and for awards for achievement not otherwise adequately reflected in the awards tied to Revenue, Income, EPS or Cash Flow. 
 SECTION IV - COMPENSATION PHILOSOPHY 
 It is the Company’s philosophy that: 

 

	 	•	 	 The Company’s executive compensation programs are designed to attract, motivate, and retain executive talent with the skills, experience,
motivation and commitment needed to optimize stockholder value in a competitive environment. 


  

	 	•	 	 The Company believes that employee performance and achievement will result in economic benefits and support the goal of increasing stockholder value in
the Company by achieving specific financial and strategic objectives. 


  

	 	•	 	 All employees be paid a base salary that is competitive with salaries paid by comparable organizations, based on each employee’s experience,
performance and geographical location. 


  

	 	•	 	 Employees whose efforts achieve the goals outlined in Section III - Purpose, be provided with the opportunity to significantly increase their total
compensation, via this Plan and certain other benefit plans. 


 SECTION V- DEFINITIONS 

“Budget” or “Budgeted,” when used in conjunction with any measuring device under this Plan (e.g., Revenue


  
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Budget or Budgeted Revenue) shall mean the approved 2012 Budget for each Participant’s Business Unit, adjusted where appropriate to reflect acquisitions and/or divestitures in accordance
with “deal sheets” approved by, and in the sole discretion of, the Board of Directors. 
 “Business Unit” shall mean any
operating or headquarters unit so established by the Company. For the 2012 Plan, the designated Business Units are set out in Section II - Scope, above. 
 “Cash Flow” shall mean the following: 
 For all Business Units, Cash Flow
is defined as cash provided by operating activities less purchases of property, plant and equipment (i.e. free cash flow) in accordance with the policies and procedures of the Company and Accounting Principles Generally Accepted in the United States
of America “GAAP”). 
 For ALL measurements of Cash Flow, the balance sheet increases and decreases detailed above
shall be the result of comparing the fiscal 2012 year-end balance sheet to the final ACTUAL balance sheet as at the end of fiscal 2011. 

“Earnings Per Share” or “EPS” shall mean fully diluted earnings per share as computed in accordance with GAAP except for adjustments
mutually agreed between Executive Management and the Board of Directors or Organization & Compensation Committee. 
 “Eligible
Individual” shall mean any person employed by the Company who is paid a salary or a fixed monthly amount, as distinguished from an hourly wage. 
 “Executive Management” shall mean the CEO and the CFO for purposes of administering this Plan. 
 “Executive Team” shall mean certain senior executives, including members of management covered by Rule 16(b) under the Securities and Exchange Act of 1934, designated by the Committee as the key
executive management of the Company, CVI and CSI. 
 “Income” shall mean the operating income for each individual Business Unit in
accordance with GAAP except for adjustments mutually agreed between Executive Management and the Board of Directors or Organization & Compensation Committee. 
 “Participant” shall mean any Eligible Individual selected to have the opportunity to earn an award under the Plan in accordance with its terms. 

SECTION V - DEFINITIONS (continued) 

“Revenue” shall mean net revenue accounted for in accordance with GAAP, including freight costs reimbursed by customers but adjusted for the use
of budgeted currency rates. In general terms, net revenue is the result of deducting from total gross revenue any returns, discounts, rebates and any sales tax charged to customers. 
 “Salary” shall mean the actual base salary paid to an Eligible Individual during the Year while a Participant in the Plan. No items of supplemental compensation (prior year bonus, relocation or
automobile allowances, special stipends, etc.) will be considered part of Salary. 
 “Year” shall mean the fiscal year of the Company,
which is November 1 through October 31. 

  
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 SECTION VI - ELIGIBILITY FOR PARTICIPATION 
 Participation in the Plan will be offered to those Eligible Individuals who, in the opinion of the Company, are in a position to significantly influence the Company’s Revenue, Income, EPS and/or Cash
Flow. Eligibility for participation shall be at the sole discretion of the Committee, which may delegate this authority to Executive Management for non Executive Team reporting levels. 
 SECTION VII - AWARD OPPORTUNITY 
 At the beginning of each Year, or as otherwise
appropriate, the Committee, which may delegate this authority to Executive Management for non Executive Team reporting levels, will classify each Participant into a category indicating his or her incentive opportunity for achievement of 100% of
established goals. The incentive opportunity will range from 10% to 100% of Salary and may be adjusted upward or downward from the previous Year’s level. 
 SECTION VIII - DETERMINATION OF INCENTIVE PAYMENT 
 Each Participant’s incentive award
opportunity will be based in part on the performance of the Business Unit of which Participant is a member and in part based on a discretionary evaluation of his or her performance. In the event that any Participant, other than members of the
Executive Team, works for more than one Business Unit over the course of the Year, Executive Management shall, in its sole and absolute discretion, prorate IPP achievement; however, in no event shall any Participant receive a total IPP amount
greater than the maximum amount that would have been payable had Participant been employed solely by the Business Unit which receives the greatest IPP achievement. The total award opportunity for Business Units will be the sum of applicable assigned
percentage weightings for Revenue, Income, EPS and Cash Flow (together, “Quantitative Criteria”) and discretionary, as set out in Attachment I. At the discretion of Executive Management, the calculations for certain individual
Participants’ quantitative incentive awards may be prorated between a Business Unit and Corporate Headquarters. 
 Goals for earning an
award payment will be based on the percentage of Budget achievement generated for each of the Quantitative Criteria. Executive Management will provide the Committee a report on variances to the consolidated Budgets for Revenue, Income, EPS and Cash
Flow, highlighting key variances including nonrecurring, noncontrollable and/or discretionary items. The Committee may elect to include or exclude certain of these items for purposes of determining the overall Corporate HQ quantitative Budget
achievement. Executive Management may exercise this same discretion in assessing the Budget achievement of each of the Company’s other Business Units. The amount of discretionary payments reflects the qualitative assessment of each individual
Participant’s performance, by his or her supervisor, senior management and/or Executive Management. Executive Management will consult with the Committee before determining the overall level of achievement of each Business Unit’s
discretionary criteria, the percentage achievements of which may vary from Participant to Participant. The level of achievement of both the quantitative and discretionary components for each of the Executive Team shall be recommended by Executive
Management to the Committee. The determination of the amounts of said components for each Executive Team will be made by the Committee. 
 Each
Quantitative Criteria will be measured separately for achievement of Budget. The matrix below indicates the level of IPP achievement that coincides with a given Budget achievement. The two primary or larger Quantitative Criteria, which may be two of
three if there are three primary, must achieve at least 95% IPP percentage achievement before the total IPP payment associated with Quantitative Criteria can exceed 100%. The IPP achievement of the discretionary portion may also range from 0% to a
percentage deemed appropriate by Executive Management and, in the case of the Executive Team, determined by the Committee after receipt of recommendations from Executive Management. 

 

					
	 If Revenue Is
	  	If EPS, Free Cash Flow 
or
Income Achievement is (2) (4)	 	IPP Achievement is (1)
	 Less than 85%
	  	Less than 85%	 	0%
	 88%
	  	88%	 	25%
	 92%
	  	92%	 	50%
	 96%
	  	96%	 	75%
	 100%
	  	100%	 	100%
	 105%
	  	110%	 	150%
	 110% or more
	  	120% or more	 	200% Maximum(2)


  
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	(1)	This is of the level indicated as the “Incentive Opportunity” in Section VII. 


	(2)	Executive Management and/or the Committee reserves the right to adjust indicated levels for quantitative criteria where target figures are so small as to invite
anomalous results. 


	(3)	The Committee in its discretion may reduce the bonus that otherwise would be payable based on satisfaction of the foregoing quantitative goals to take into account such
qualitative factors as it may determine; provided however, the Committee may not reduce such bonus by more than 25%. 


	(4)	Non GAAP EPS will be considered where circumstances warrant and are approved by the Board of Directors or Organization & Compensation Committee.


 Specific examples of the award determination process are included as Attachment III. 

SECTION IX - FORM OF PAYMENT 
 Payments
under this Plan may be made in the form of a combination of cash and common stock of the Company. The percentage mix of the payment will be at the sole discretion of the Board of Directors of the Company, subject to the limitation that the stock
portion of the payment will not exceed 50% of the total. Such determination will be made at the time the Board approves payments to be made under the Plan. Unless recommended otherwise by the Committee to the Board of Directors, any common stock
portion of the payment will be made in shares of restricted stock bearing a restriction of up to 30 days, at no cost to the Participant other than required payments for taxes. The Committee may elect to pay the CEO, for achievement above 75%, in
restricted stock or restricted stock units with up to three-year cliff vesting. 
 SECTION X - TIMING OF AWARD PAYMENTS 

Incentive award payments for each Participant will be made net of all required withholdings, and will be calculated and accrued in the appropriate
Business Unit’s books from time to time during the Year based on projected results for Quantitative Criteria and a reasonable estimate of the discretionary percentage. The indicated payment for Quantitative Criteria plus a reasonable estimate
of discretionary must be accrued for as at the end of each Year. No IPP payments for Quantitative Criteria in excess of the accrual balance will be made. Such accruals will be calculated based upon each Business Unit’s performance against
Budget for the Year then ended as discussed above and illustrated in the attached examples. No payments will be made to any Participant until Executive Management has had an opportunity to review the results of the first two months of the subsequent
Year. To the extent that such first two months results reflect negative anomalies that are determined by Executive Management to relate back to the previous Year, award payments for such Year may be delayed by Executive Management and, subject to
approval by the Committee, may be decreased or canceled. The target date to release payments, therefore, will be January 31, 2012, subject to acceleration or delay by Executive Management, in its sole and absolute discretion. 

SECTION XI - TERMINATION OF EMPLOYMENT 

Except where required pursuant to a previously existing employment agreement (or extenuating circumstances, which will be handled on an ad hoc basis by
Executive Management), any Participant whose employment is terminated by the Company prior to the end of the Year, or by the Participant prior to the payment for such Year for any reason other than death or retirement or disability consistent with
the Company’s then current provisions for retirement and/or disability, will forfeit any opportunity to receive an award under the Plan for that Year. 
 In the case of a Participant’s retirement, disability or death, such Participant (or designated heir in the event of the Participant’s death) may, at the discretion of Executive Management, be
eligible to receive a pro rata payment under the Plan for the period prior to cessation of active full-time employment. Pro rata payments will be made concurrently with other payments under the Plan. 

  
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 SECTION XII - NEW HIRES AND PROMOTIONS 
 Individuals hired or promoted during the Year may become Participants in the Plan subject to the approval of Executive Management. Partial Year Participants may be eligible to earn a pro rata award.
Separate pro rata calculations will be made for any Participant who is promoted to a higher Incentive Opportunity during the Year. 
 SECTION
XIII - GENERAL PROVISIONS 
  

	(1)	Each Participant shall treat as personal and strictly confidential any and all information related to Participant’s inclusion in the Plan.


  

	(2)	The expenses of administering the Plan shall be borne by the Company. 

  

	(3)	No employee has any right or claim to be a Participant in the Plan or to receive a payment under the Plan. 


 

	(4)	Participation in the Plan does not provide any employee the right to be retained in the employment of the Company. 


 

	(5)	A Participant may not assign or transfer any rights under the Plan. Any attempt to do so will invalidate those rights. 


 

	(6)	The Plan shall be subject to all applicable federal and state laws and regulations. Payments made under the Plan shall only be made to the extent permitted by such laws
and regulations, subject to all applicable taxes. 

 SECTION XIV - AMENDMENT OR TERMINATION 

The Plan may be amended or terminated at any time by action of the Board of Directors of the Company. 

SECTION XV - ADMINISTRATION AND INTERPRETATION 
 Executive Management shall be responsible, in its sole discretion, for administration of the Plan, and the Committee shall be responsible for interpretation of this Plan. Such interpretations shall be
final. 
  

									
	Attachments:	 	I Weighting Factors	  	
		 	II List of Participants and Levels of Participation	  	
		 	 III Example of Award Determinations [Redacted]
  
	  	
	Budgets:	 	2012 Budgets – Previously provided in the 2012 Budget Presentation approved by the
		 	 BOD, and that Cash Flow will be revised to launch off a certified 10/31/11 balance sheet except for subsequent changes for acquisitions or
divestitures or any other changes approved by the Committee. For fiscal 2012, the CVI China investment for both budget and actual will be excluded for IPP quantitative measurement purposes.



  
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 2012 IPP Plan 
 ATTACHMENT I 
 WEIGHTING FACTORS 

— Weighting Percentages of IPP Entitlement Factors — 

 

													
	 	  	Revenue	  	Income	  	EPS	  	Cash Flow	  	Discretionary	  	Total
	All CVI Units	  	20	  	25	  	10	  	20	  	25	  	100
	All CSI Units	  	20	  	25	  	10	  	20	  	25	  	100
	 Corporate HQ
	  	20	  	  10*	  	25	  	20	  	25	  	100

 Two top financial metrics in the Quantitative Criteria, which may be two of three if there are three primary, must
achieve at least 95% of IPP percentage achievement before the total IPP payment associated with the Quantitative Criteria can exceed 100%. 
  

	*	Weighting 50% CVI and 50% CSI 







 ATTACHMENT II 

NAMED EXECUTIVE OFFICERS AND LEVELS OF PARTICIPATION 

 

					
	 NAME
	  	 TITLE
	  	FY 2012 IPP
ELIGIBILITY %
	 Robert S. Weiss
	  	President & Chief Executive Officer	  	100%
			
	 Carol R. Kaufman
	  	Executive Vice President, Secretary & Chief Administrative Officer	  	60%
			
	 Greg Matz
	  	Vice President & Chief Financial Officer	  	55%
			
	 Eugene J. Midlock
	  	Vice President Tax	  	45%
			
	 John A. Weber
	  	President, CooperVision, Inc.	  	60%
			
	 Nicholas J. Pichotta
	  	Chief Executive Officer, Cooper Medical Device Corp.	  	45%
			
	 Paul L. Remmell
	  	President & Chief Executive Officer, CooperSurgical, Inc.	  	45%