exv10w26






EXHIBIT 10.26









2010 SALES COMPENSATION POLICY PROVISIONS APPLICABLE TO SVP, GLOBAL SALES*




*Excerpted from Company-wide 2010 Sales Compensation Policy




	 	 	 	 	 
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INTRODUCTION




The purpose of this policy is to outline the Sales organization and administration of the Sales
compensation program. The compensation program is designed to recognize and compensate the efforts
and achievements of individual sales professionals and to provide incentives to meet Tekelec’s
overall business objectives.



Sales Philosophy




Tekelec’s incentive plan is designed to reward individuals that meet and exceed their sales goals
in support of Tekelec’s strategic objectives with uncapped cash incentives and President’s Club
recognition.



Plan Period




This plan is in effect as of January 1, 2010 and will remain in effect until replaced or amended.



Plan Administration




This plan will be administered by the SVP of Global Sales with approval of the President and CEO or
delegate and with oversight provided by the Sales Compensation Committee. Decisions on any
questions regarding content, interpretation, or administration of the plan will be final and
binding. The President and CEO reserves the right to apply, modify or waive application of any
provision of this plan to any contracts that contain modified or special products or special
pricing considerations of non-standard terms and conditions.



No changes to the policy and no exceptions to sales plan provisions will be authorized without the
approval of the Sales Compensation Committee. Written requests to the Sales Compensation Committee
for exceptions should be made by the SVP Global Sales. Any approved sales plan policy deviation or
exception must be confirmed in writing and unless otherwise stated will only apply to the
transaction being excepted. The President and CEO has final approval and authority over all
decisions, rulings, and alterations of this policy. All changes will be made in writing and will be
effective within thirty (30) days of notice.




	 	 	 	 	 
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Ethical and Legal Standards




It is the policy of Tekelec to conduct business in a highly ethical manner. The employee may not
offer, provide, solicit or receive any payment, goods, or services that are or appear to be a
bribe, kickback, or other type of improper or illegal payment from anyone involved in an actual or
potential business transaction. Tekelec Sales employees may provide gifts, favors, and
entertainment to customers when they are consistent with Tekelec business practices and policies.
All gifts and entertainment are to be of a nominal value and in good taste. Any violation of this
policy will subject the employee to possible revocation of any incentive compensation provided by
this Plan as well as possible disciplinary action up to and including termination and legal
recourse.



Any fraud, misrepresentation or other malfeasance committed or aided by an employee in connection
with a transaction will be considered a serious violation of an employee’s professional duties, and
will result in the forfeiture of any commission the employee would otherwise have earned with
respect to such transaction and will be considered grounds for immediate termination of employment.
Such unethical acts include but are not limited to the following: proposing or entering into any
unauthorized “side letter” or into any other understanding with the customer that is not reflected
in a written contract signed by an authorized Tekelec representative; making false statements or
claims (e.g., knowingly misrepresenting facts to Tekelec employees, customers or third parties with
the intent to induce action or reliance on the deception); offering or providing bribes or
kickbacks; misusing Tekelec’s or the customer’s confidential information; falsifying or withholding
records or documents; failure to follow the Sales Policy issued by Tekelec from time to time; and
intentionally delaying a contract or order to maximize commissions. Additional commitments and/or
terms outside a customer contract, commonly referred to as “side letters,” may come in many forms
and include (i) memos or letters to the customer, (ii) emails confirming additional terms or
commitments, (iii) oral communications, (iv) new terms that will be reflected in an amended
contract, or (v) any other forms of understanding with the customer that conflict with the terms of
the customer contract.



Please refer to Tekelec’s Code of Business Conduct for Employees, Directors, and Officers for
additional information.




	 	 	 	 	 
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SALES OBJECTIVES AND ORGANIZATION




The key objective of the compensation plan is to provide a means of reward for outstanding field
sales achievement. The level of compensation is based on the attainment of assigned sales quotas
or objectives. The plan is also intended to attract, motivate, and retain the highest performing
sales professionals.



The Sales organization is responsible for seeking out and successfully closing high-quality orders
that meet Tekelec’s financial objectives. The Sales organization is also responsible for building
and maintaining positive, long-term relationships with current and potential customers.



Eligibility




Participation in the Sales Compensation Plan is limited to individuals who are an integral part of
the Tekelec selling process, influence and impact the customer’s buying decision, and are
responsible for retiring a quota. Only the following Tekelec positions are included in the Plan:








Sales
Positions





 






SVP Global Sales





 







[additional non-officer positions omitted]








	 	 	 	 	 
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Quota




Quota is a sales target assigned to sales professionals measured in total dollars sold on a quarter
and/or annual basis. This compensation plan provides for three types of quotas:




	 	1.	 	Direct Quota — The sales objective assigned directly to a sales
professional. The sum of all direct quotas equals the GPS’s objective for order
input.
	 
	 	2.	 	Managed Quota — A rollup of the direct quotas assigned to individuals
who report to a Sales Director or above.
	 
	 	3.	 	Tracking Quota — A sales objective assigned to a Sales Manager or
product team that tracks a direct quota specific to a product or group of products.





For 2010, each Sales Employee may receive a specific quota for “Established” and “Emerging”
products. ”Emerging” products are defined as performance monitoring and Mobile Messaging products
along with Eagle XG and its associated applications and Services (PS, TekelecCare). ”Established”
products are defined as Eagle plus Eagle based applications, Global Number Portability, and
associated Services (PS, TekelecCare).

Quotas may be adjusted at any time in the event circumstances warrant modification. When possible,
written notification will be provided thirty (30) days prior to the effective date. The SVP Sales
and the Sales Compensation Committee must approve quota adjustments.



Quotes




Record of Discounts and Special Terms 




It is a requirement that every quote presented to a customer, distributor, representative, or end
user is prepared by the Tekelec quoting function. If discounts or special terms apply, then a
document such as a letter or quote review form must be attached, clearly describing the nature of
the discount or special terms. It must also contain the proper approval signatures. If there are
cases in which this procedure is violated either willfully or through neglect, the employee may be
subject to termination and the President and CEO may reduce or deny commission for the order in
question.




	 	 	 	 	 
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Quotes, Tools, and Forecasting




It is the responsibility of each sales employee to use the proper tools and procedures for quoting
products and/or services to customers. This includes, but is not limited to, using the automated
quote tools for Generally Available (GA) products, obtaining pre-GA quotes directly from the Quote
and/or Product Management functions as appropriate, and entering these business opportunities in
the Sales Forecasting tools with a high degree of completeness and accuracy. This information is
vital to Tekelec’s successful operation from a manufacturing, as well as financial, perspective.



ORDERS




Definition of Orders




An order may be booked on the basis of a Purchase Order, a Contract, or any other document that
satisfies the requirements of the Corporate Order Policy. Additionally, an order must be approved
based on Tekelec’s Approval Authority Matrix, also available from Tekelec’s Finance team. The
Corporate Order Policy and the Approval Authority Matrix are incorporated by reference into the
2010 Sales Compensation Policy — Please refer to Signal’s Finance link for Tekelec’s Corporate
Order Policy. Note that there may be differences between what Tekelec is required to book as
an order based on the Corporate Order Policy and the treatment of that order booking for commission
purposes under this Sales Compensation Policy. 



Windfall Provision




If a single order or collection of orders exceeds 200% of the quota for the sales employee’s annual
quota period, or if delivery is scheduled over an extended period of time, a “windfall” may be
declared. In such a situation the Compensation Committee will review the order. They may elect
to:




	 	a.	 	Make a payment
	 
	 	b.	 	Schedule the payment over time
	 
	 	c.	 	Reduce the payment
	 
	 	d.	 	Split the payment with other parties
	 
	 	e.	 	Make payments as revenue is taken





Debookings/Chargebacks




For product-related orders, debookings due to Tekelec’s inability to deliver the requested product
on time will not reduce the sales employee’s approved




	 	 	 	 	 
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commissions. Debookings that are the result of changes in the booked order due to customer
requested changes will be charged back to the sales employee of record immediately. To minimize
any hardship to the employee, Tekelec will consider repayment of approved commissions that had
previously been paid on a debooked order over time, depending on the timing of the original
payment. However, all chargebacks must be recovered within a twelve (12) month period and in
accordance with the appropriate state, federal and country laws.



Any debooking on which commissions are charged back will also restore quota previously retired
within the same calendar year. For significant amounts, the impact to quota retirement may be
recognized over time, but in no case over a period longer than twelve (12) months. Any negative
quota not reconciled within the same calendar year will be taken into consideration in the
following year’s quota setting. Negative quotas will have an impact on accelerator qualification.



In the event the sales employee terminates employment with Tekelec prior to Tekelec recovering
debooked commissions, these monies will be deducted from the sales employee’s final paycheck
subject to the approval of Human Resources, the President and CEO and the Senior Vice President
Global Sales.



Corporate Order Policy and Sales Compensation Policy Differences




There may be differences between what Tekelec is required to book as an order based on the
Corporate Order Policy and the treatment of that order booking for commission purposes under this
Sales Compensation Policy. Examples of those differences are highlighted below:




	 	•	 	Offers made without the full binding commitment of the corporation as evidenced by
the proper application of the Authority Approval Matrix and/or offers that knowingly and
intentionally misrepresent the capabilities of the product are not eligible for
commissions even though they may result in a financial obligation to Tekelec. Examples
of these differences include orders agreed to outside of the defined approval process
that Tekelec agrees to accept or offers that state transaction volume capabilities that
are beyond Tekelec’s standard specifications.
	 
	 	•	 	In the event an order is renegotiated or cancelled, a full adjustment may result for
financial reporting purposes. For commission purposes, whether the commission will be
recovered using the Debooking approach indicated above will depend on whether: 1) the
change in the order is due to changes in customer requests — commissions will be
recovered for changes in customer requests (i.e. delivery timing) or 2) the change in
the order is due to company performance delays — commissions will not be recovered due
to a Company delay in meeting shipment dates. Changes in quality scoring as discussed
in the next section on Compensation Plan Components may result from order





	 	 	 	 	 
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	 	 	 	changes and, if applicable to commissions, may result in debookings and the return of
commissions without time limitation (i.e. unlimited “clawback” provisions).
	 
	 	•	 	Credit reductions may be required under the Corporate Order Policy after the order is
booked due to a decline in the customer’s credit position. For commission purposes,
provided Tekelec’s Credit department approved the customer at the time of the order,
there will be no commission reduction for a subsequent change in the credit rating of
the customer that may require a financial reporting adjustment. Every new customer
must be approved by Credit without exception — refer to the Approval Authority
Matrix.
	 
	 	•	 	Penalties due to performance criteria within the order (delivery dates, KPI’s) after
the order was accepted by Tekelec will impact the order for financial reporting, but
will not impact or reduce commissions approved for payment. As an example, an accepted
order with a 12-week delivery lead-time that is not delivered for 20-weeks due to
non-performance by Tekelec and results in a financial penalty to Tekelec would reduce
the financial reporting value of the order, but would not reduce approved commissions.





The examples above are not intended to be all-inclusive. Cash collections often dictate the
true intent of the customer arrangements. Any potential difference between the Corporate
Order Policy and this Sales Compensation Policy will be subject to review and confirmation as
to equitable treatment by the Sales Compensation Committee to ensure the intent of rewarding
sales employees for performance is met while meeting Tekelec’s strategic and tactical
objectives.




	 	 	 	 	 
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COMPENSATION PLAN COMPONENTS




At the beginning of the year each commissioned sales professional will be provided with a specific
compensation plan. This plan will consist of the approved compensation policy, specific sales
assignment (e.g. territory, major account or product team), and quota by period measured, base
salary and commission rate. While there may be some changes to individual plans during the year,
the total compensation value for each individual generally will not change. There is also
opportunity for each individual to exceed the total compensation value by exceeding quota. There
is no cap on sales compensation.



Each sales professional must sign his/her specific compensation plan in the form of an executed
quota sheet and return the plan to his/her manager. The manager is responsible for forwarding the
compensation plan to the Director, Compensation & Benefits with the appropriate signatures. No
commissions for the year will be paid before the signed quota sheets are returned to the Director,
Compensation & Benefits.



The Sales Plan includes the following major compensation elements for all sales employees as
follows:



Base Compensation (Salary)




Base Compensation is a specific amount paid to each sales professional on a bi-weekly or monthly
basis, depending on the region. The base compensation for each sales professional is specified in
his/her respective sales compensation packages.



Commissions




Commissions are paid in accordance with this plan only on the approval of the commission
calculations by the Sales Compensation Committee. Generally, a commission rate will be
established by dividing targeted commissions by the assigned quota. Each employee should refer to
their individual Quota Sheets for their specific commission targets and commission rates.
Additional information concerning Commissions follows in the next section of this Policy.



The Sales Commission Plan is a performance-based plan designed to place special emphasis on
strategic products and accounts. Specific commission base rates are reflected in each sales
professional’s assigned quota sheet, labeled “2010 Sales Commission Plan” and may change from time
to time by product for strategic reasons. The base rate is calculated as your individual targeted
commission divided by your total annual quota. As per the Quota section of this document,
specific quota will be provided for each product line, “Emerging” and




	 	 	 	 	 
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“Established”. In addition, product line targeted commission amounts will be provided.



Commissions for employees with direct and managed quota are calculated based on the quarter-end
reports showing the sales employee’s booking totals where commissions are paid. The sales
employee’s commission will be paid following approval by the Sales Compensation Committee.




	 	•	 	Sales of ”Established” products, defined as Eagle plus Eagle based applications, Global
Number Portability, and associated Services (PS, TekelecCare), will be compensated at a
base commission rate of 80% of your base rate.
	 
	 	•	 	Sales of ”Emerging” products, defined as performance monitoring and Mobile Messaging
products along with Eagle XG and its associated applications and Services (PS,
TekelecCare) will be compensated at a multiplier of your base rate such that commissions
will be earned at target when your quota plan is achieved.





For example: A sales professional’s quota sheet would be structured as follows:



	 	 	 	 	 	 	 
	Product Line 

Total (Base Rate) 

Established 

Emerging

	 	Quota Assigned

$10,000,000

$7,000,000

$3,000,000
	 	Commission Target

$101,000

$56,000

$45,000
	 	Rate

1%

0.8%

1.5%






The above commission rates are subject to the following multipliers:



Established and Emerging Product Solutions to New Customers





	 	 	 	New customers are limited to those customers which are nominated by the SVP of Sales and
confirmed by the President and CEO and will generally only include those initial orders
(and associated expansion orders placed in 2010) that exceed $250,000.
	 
	 	 	 	Tekelec will multiply the commission rate paid for orders of Established and Emerging
product solutions into new customers by a factor of 125% of the Established or Emerging
product line commission rate.
	 
	 	 	 	For example, given that a sales professional sells $7,000,000 of Established products to a
New Customer; then his rate would be calculated as follows:
	 
	 	 	 	0.8% x 125% = 1% rate as extended (7,000,000 x 1% = $70,000)
	 
	 	 	 	If a sales professional sells $3,000,000 of Emerging products to a New Customer, then her
rate would be calculated as follows:





	 	 	 	 	 
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	 	 	 	1.5% x 125% = 1.875% rate as extended (3,000,000 x 1.875% = $56,250)





Order Quality Adjustment Factor




For sales of Established product solutions into existing customers in 2010 valued at $500,000 or
more, the “Order Quality Adjustment Factors” as described below will apply:




	 	 	 	For orders received where all products are Generally Available in the quarter of order
booking AND the quoted margin of the Established product portion is greater than 90%,
Tekelec will award an “Order Quality Adjustment Factor Multiplier” of 125% against the
Established portion of the solution. This provides a similar outcome to the New Customer
adjustment described above.
	 
	 	 	 	For orders received where all products are NOT Generally Available in the quarter of order
booking AND the quoted margin of the Established product portion is less than 40%, Tekelec
will apply an “Order Quality Adjustment Factor Multiplier” of 80% against the Established
portion of the solution.
	 
	 	 	 	For example, given that a sales professional sells $7,000,000 of Established products to an
existing Customer at 39% margin and includes future functionality available 2 quarters
after the order booking quarter; then his rate would be calculated as follows:
	 
	 	 	 	0.8% x 80% = 0.64% rate as extended (7,000,000 x 0.64% = $44,800)






	 	 	 	All employees in Pre-Sales and former mBalance product sales positions will have their
commissions calculated against a base rate of 100%





The “Order Quality Adjustment Factor Multiplier” may be adjusted at Tekelec’s sole discretion:



To assist sales employees in determining the potential commission for a particular quote, the
quoting function will calculate the estimated scoring quality for a particular transaction as part
of the transaction review process.



Commission Payments




Commissions will be calculated for every fiscal quarter and will be paid following approval with
the employee’s regular paycheck in the second month following the end of the fiscal quarter or as
soon as administratively feasible thereafter.




	 	 	 	 	 
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Tekelec will pay 50% of total commission earned for all orders as adjusted by Quality and New
Customer adjustments at the end of the fiscal quarter in which the order was booked with the
remaining 50% for that order payable following the end of the next fiscal quarter provided the
sales employee is still employed with Tekelec at the time of the second payment.



Tekelec will pay 100% of total commission earned for all SPIFs and Commissions on Revenue from
prior sales compensation policies at the end of the fiscal quarter in which the event giving rise
to the SPIFs or Revenue Recognition occurs.



Product orders subject to the Order Quality Adjustment Factor and/or the New Customer premiums that
are subsequently debooked due to a change in the terms of the order will be re-scored and any
adjustment to commissions will be deducted from the remaining commission payable upon the
completion of the next quarter following the initial determination of a potential commission
payment and will be subject to commission reductions from future commission calculations (“clawback
provisions”).



In order to provide the highest order quality scoring, a VPA will initially be evaluated based on
the anticipated order dates within the VPA. If no dates are specified, the scoring will be based
on an assumed ratable order flow over the VPA term. VPA’s will be initially booked and
commissioned at the Established Commission rate. Quality, New Customer or Emerging rates will be
applied to the actual order and rates will be adjusted accordingly. SPIF’s will be added to the
total commission earned.



Discounts




All discounts should be reflected on an official Tekelec quote. Discounting beyond a published
discount schedule without approvals as defined in the Tekelec Authority Approval Matrix may make
the employee subject to termination and the President and CEO may reduce or deny commission for the
order in question.



Allocation of Discounts between Emerging and Established product lines will be in accordance with
the customer’s purchase order. When discount allocation is not specified by the customer; such
discount will be allocated ratably to each product solution based on the net pricing.



Other Adjustments




Commission payments will be calculated on the booked value of the order with the following
modifications:




	•	 	Commissions will not be paid on re-stocking charges.





	 	 	 	 	 
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	•	 	Commissions will not be paid on out-of-warranty technical support (TAC) services.





Commissions on Revenue — From Prior Sales Compensation Policies




Prior to 2007, Tekelec’s Sales Compensation Policies paid 50% on booked orders and 50% on revenue
with revenue paid when recognized to the sales employee with that customer responsibility at the
time of revenue recognition (not necessarily the sales employee who received the order component of
the commission). To the extent there are outstanding commissions not yet paid pending revenue
recognition from prior years, Tekelec will pay in 2010 the run out of those commissions based on
the following approach to active sales employees:




	 	•	 	Tekelec has taken a snapshot of the organizational structure as of 12/31/06 (“frozen
structure”) and will approve through the Sales Compensation Committee and provide
commissions on pending revenue when recognized to the sales person and sales team in place
as of the end of 2006 to the extent possible by Tekelec’s new financial incentive
compensation module.
	 
	 	•	 	To the extent the frozen structure cannot be tracked by Tekelec’s new financial
incentive compensation module, Tekelec will pay the run out of recognized revenue based on
the current organizational structure, adjusted by recommendations of the SVP Global Sales.





Terminated sales employees are not eligible for further approved commissions from this 2010 Sales
Compensation Policy or any prior Tekelec Sales Compensation Policy.



Commissions on Termination




In the event a sales employee terminates Tekelec employment, whether on a voluntary or involuntary
basis, commissions not yet approved by the Sales Compensation Committee from the order
booking after the separation date will be forfeited, including the 50% of commissions held for
payment in the subsequent fiscal quarter.




	 	 	 	 	 
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TekelecCare Commissions




TekelecCare orders will retire quota and commissions and will be paid at the associated Established
or Emerging product set base commission rate.



Extensions to TekelecCare orders will retire quota and commissions and will be paid at the
associated Established or Emerging base commission rate only to the extent the customer prepays
beyond the initial 12-month order. Multi-year TekelecCare orders that are not prepaid will be paid
under future commission policies to the sales person of record for that account (which may not be
the original sales person) as of the subsequent year’s cash recognition for the extension.



Accelerator Incentives




All employees under this 2010 Sales Compensation Policy, except as noted below, are eligible for
accelerators for exceeding annual total quota target as indicated below:




	 	•	 	150% multiplier for exceeding total quota.
	 
	 	•	 	200% multiplier for exceeding both the separately assigned quotas for Emerging and
Established products.





Accelerators only apply to commissions earned on the portion of excess quota attainment.




	 	 	 	 	 
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Addendum to the Tekelec 2010 Sales Compensation Policy




As provided for in the Tekelec 2010 Sales Compensation Policy, Tekelec reserves the right to make
changes to the sales compensation policy during the year and will confirm all changes in writing to
covered participants.



Effective for all sales made on or after July 5th, 2010 (2H2010), the “Order Quality
Adjustment Factor” section (beginning on page 17) of the 2010 Tekelec Sales Compensation Policy has
been amended as follows:




 







Order Quality Adjustment Factor 




For all sales, excluding TekelecCare renewal orders, valued at $250,000 or more, the “Order Quality
Adjustment Factors” as described below will apply:




	1.	 	For orders received where the quoted margin is greater than 85%, Tekelec will award an “Order
Quality Adjustment Factor Multiplier” of 125% against the commission rate in effect.
	 
	2.	 	For orders received where the quoted margin is less than 45%, Tekelec will apply an “Order
Quality Adjustment Factor Multiplier” of 80% against the commission rate in effect.





For example, given that a sales professional with a commission rate of 0.8% sells $7,000,000 of
products to at 39% margin; then his rate would be calculated as follows:




	 	 	 	0.8% x 80% = 0.64% rate as extended (7,000,000 x 0.64% = $44,800)





For TekelecCare renewal orders, credits for product performance, failure to meet committed service
level agreements, or concessions provided to customers for product or service quality below
Tekelec’s standard will no longer be included in the quote for TekelecCare and thus will not reduce
the order value or be considered in the determination of the Order Quality Adjustment Factor
Multiplier as described below:




	1.	 	For orders received that (a) maintain the price (i.e., (i) no “effective” reduction in price
relative to the current installed base and/or (ii) not charging the full value for the quoted
renewal rate) and (b) provide for annual billing and payment in advance, Tekelec will award an
“Order Quality Adjustment Factor Multiplier” of 125% against the commission rate in effect.
	 
	2.	 	For orders received that result in a reduction in price of more than 5% either through (a) a
reduction in price relative to the current installed base or (b) not charging the full value
for the quoted renewal rate, Tekelec will apply an “Order Quality Adjustment Factor
Multiplier” of 80% against the commission rate in effect.





Equipment taken out of service by the customer and therefore excluded from the current year’s offer
will not be considered in determining the “Order Quality Adjustment Factor Multiplier”.





	 	 	 	 	 
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	 	2010 Tekelec Commission Plan
	 	Effective: July 3, 2010
	 	 
	 
	 	 	 	 	 	 
	   Name:

	 	Claudy, Wolrad	 	 	 	 











Region




GPS ALL







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	1Q	 	 	 	2Q	 	 	 	3Q	 	 	 	4Q	 	 	 	TOTAL	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total Quota
	 	 	 	73,600,000	 	 	 	 	115,000,000	 	 	 	 	117,845,000	 	 	 	 	181,555,000	 	 	 	 	488,000,000	 	 	 	 	 	 	 	 	 	 	 	 
	 	Quota — Established
	 	 	 	49,280,000	 	 	 	 	77,000,000	 	 	 	 	70,840,000	 	 	 	 	110,880,000	 	 	 	 	308,000,000	 	 	 	 	 	 	 	 	 	 	 	 
	 	Quota — Emerging
	 	 	 	24,320,000	 	 	 	 	38,000,000	 	 	 	 	47,005,000	 	 	 	 	70,675,000	 	 	 	 	180,000,000	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Base Commission Rate
	 	 	 	0.05543478	%	 	 	 	0.05543478	%	 	 	 	0.05225410	%	 	 	 	0.05225410	%	 	 	 	 	 	 	 	Commissions Targets	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Established Rate
	 	 	 	0.04434783	%	 	 	 	0.04434783	%	 	 	 	0.04180328	%	 	 	 	0.04180328	%	 	 	 	 	 	 	 	     131,967 Established	 
	 	Emerging Rate
	 	 	 	0.07790046	%	 	 	 	0.07790046	%	 	 	 	0.06329460	%	 	 	 	0.06329460	%	 	 	 	 	 	 	 	     123,033 Emerging	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	                	 	 	 	 	 	 	 
	 	Commission rate >100%
of annual quota (in one
product group)
           1.5 x rate
	 	 	 	 	 	 	 	 	 	 	   255,000	 	 	 	 	 	 	 
	 	Commission rate >100%
of annual quota (in both
product groups)
        2.0 x rate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: The commission amount
in local currency is equal to:      Commission Rate      X      Quota Value
in $US
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 	At
100%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Base Salary
	 	 	€	195,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Annual Commissions
	 	 	€	255,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total Compensation
	 	 	€	450,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 





	 	 	 	 	 	 	 
	 	 	Approved by:	 	Date	 	 
	 
	 	 	 	 	 	 
	V.P.

	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	Participant
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	H.R.