Document

Exhibit 10.1

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION IS BOTH (1) NOT MATERIAL AND (2) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.


2022 Annual Incentive Plan






2022 Annual Incentive Plan         
                                                           



Table of Contents


Purpose    3
Incentive Targets    3
Summary    3
Base Salary    4
Performance Period    4
How Results Are Measured    4
Key Performance Results Weights    4
Adjusted EBITDA Factor Table    5
Revenue Factor Table    6
New Enrollment Factor Table    6
Unlevered Free Cash Flow Factor Table    6
Individual Objectives    6
Timing of Bonus Payments    7
New Hire    7
Internal Transfer/Promotion    8
Termination    8
Putting It All Together – Sample Bonus Payment Calculation    9
Bonus Calculation Example    9
Additional Information    10


			
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2022 Annual Incentive Plan         
                                                           



Purpose 


It is the intent of Laureate Education, Inc. (together with its affiliates and subsidiaries, the “Company”) to reward for results. The Annual Incentive Plan (the “Plan”) provides an incentive to participants to maximize results in areas critical to the Company’s success during the current year, and also rewards participants for their individual performance.

Incentive Targets


The bonus target is based on each employee’s level/position within the organization and is expressed as a percentage of the base salary. This bonus target would have been communicated as part of an employee’s new hire/transfer/promotion letter. The following table contains an example of an employee with a $200,000 base salary and a bonus target of 30%. An employee can earn up to the maximum amount if maximum results are attained by both the Company and the individual employee. 


						
	Sample Bonus Target	Sample Maximum Bonus
	30% of base salary
	60% of base salary

	$60,000	$120,000


 
Summary


The level of an employees’ bonus payment will be based on the results of two components:


Business Results Component for Corporate Employees - ELT: 80%


The Business Results component of the bonus payout is comprised of the following factors:


1.Meeting or exceeding Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) threshold amount (40% of the Business Results component);
2.Meeting or exceeding the Revenue threshold amount (30% of the Business Results component); 
3.Meeting or exceeding the New Enrollment threshold amount (20% of the Business Results component); and
4.Meeting or exceeding Unlevered Free Cash Flow (Adjusted EBITDA +/- Working Capital +/- Cash Taxes – Capital Expenditures - EIP) threshold amount (10% of the Business Results component)    


Individual Results Component - ELT:  20%
Each employee’s performance level on their Personal Objectives (100% of the Individual Results component)


Adjusted EBITDA Threshold Gatekeeper
If Adjusted EBITDA is less than 85%, no incentive payments will be made to any participant.


Internal Controls f
It is critical to maintain the Company’s position of having no material weaknesses.  If you are responsible for any Internal Control(s), your payment under this plan may be reduced if you have a deficiency or material weakness at the end of 2022 as determined by the Laureate Internal Controls organization.  

Metric Targets
Adjusted EBITDA, Unlevered Free Cash Flow, Revenue and New Enrollment are based on total Laureate Education, Inc. (“Laureate”) targets.


Discretion of the Company
Notwithstanding anything contrary in this summary, any bonus that you are eligible to receive under the Plan will be subject to the discretion, including the negative discretion, of the Compensation Committee of the Board of Directors of Laureate.


Base Salary


Bonus calculations under the Plan will be based on a participant’s base salary as of November 1, 2022 if they have been in the same job for the entire year.  Please see the sections below titled “New Hire”, “Internal Transfer/Promotion” and “Termination” if you experience any of those changes during the year.  


			
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2022 Annual Incentive Plan         
                                                           



Performance Period


The effective performance period for this Plan runs from January 1, 2022, through December 31, 2022 (the “Performance Period”).


			
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How Results Are Measured


Key Performance Results Weights


As previously noted, if the Adjusted EBITDA threshold of 85% ($382,663,469) is not met or exceeded, no payments will be made to any participant.   


The total bonus payment will be based on Business and Individual components. The following table defines the component factors and assigns the weighting of each:
															
		Component Factors	Factor Definitions	Component Weighting	Factor Weighting
	Business Component Factors
	Adjusted EBITDA	Corporate Adjusted EBITDA results for 2022 versus a target based on the budgeted 2022 Adjusted EBITDA.
	80%	40%  

	Revenue	Corporate Revenue results for 2022 versus a target based on the budgeted 2022 Revenue.
	30%
	New Enrollment	Corporate New Enrollment results for 2022 versus a target based on the budgeted 2022 New Enrollment.	20%
	Unlevered Free Cash Flow	Corporate Unlevered Free Cash Flow results for 2022 versus a target based on the budgeted 2022 Unlevered Free Cash Flow.
	10%
	Individual Component
	Individual Objectives	Individual results achieved during 2022 versus objectives as approved by management at the start of 2022.	20%	100%








Adjusted EBITDA Factor Table


Adjusted EBITDA will account for 40% of the Business Results component of your targeted bonus payment potential. Adjusted EBITDA results will be analyzed after the end of the calendar year versus targeted Adjusted EBITDA. To achieve any bonus payment for the Adjusted EBITDA factor of your bonus, and any bonus payment under this Plan, the threshold level of Adjusted EBITDA must be met or exceeded. If that level is achieved, payment for Adjusted EBITDA results will be determined according to the following table:


												
	2022 Adjusted EBITDA Target for Corporate
	Performance Against Plan	Adjusted EBITDA for 2022	% Attainment of Target	Bonus Factor
	Maximum	[*]	115%	200%
	Above Target	[*]	>100% to <115%
	+6.67% for every incremental 1% in Adjusted EBITDA above target

	Target	[*]	100%	100%
	Above Threshold	[*]	85% to <100%
	-6.67% for every 1% decrease in Adjusted EBITDA below target

	Threshold	[*]	<85%
	0%






			
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2022 Annual Incentive Plan         
                                                           





Revenue Factor Table 

Revenue will account for 30% of the Business Results component of your targeted bonus payment potential. Revenue results will be analyzed after the end of the calendar year versus targeted Revenue. To achieve any bonus payment for the Revenue factor of your bonus, the threshold level of Revenue must be met or exceeded. If that level is achieved, payment for Revenue results will be determined according to the following table: 


												
	2022 Revenue Target for Corporate
	Performance Against Plan	Revenue for 2022	% Attainment of Target	Bonus Factor
	Maximum	[*]	108%	200%
	Above Target	[*]	>100% to <108%
	+12.50% for every 1% increase in Revenue above target

	Target	[*]	100%	100%
	Above Threshold	[*]	92% to <100%
	-12.50% for every 1% decrease in Revenue below target

	Threshold	[*]	<92%
	0%






New Enrollment Factor Table


New Enrollment will account for 20% of the Business Results component of your targeted bonus payment potential. New Enrollment results will be analyzed after the end of the calendar year versus targeted New Enrollment. To achieve any bonus payment for the New Enrollment factor of your bonus, the threshold level of New Enrollment must be met or exceeded. If that level is achieved, payment for New Enrollment results will be determined according to the following table:


												
	2022 New Enrollment Target for Corporate

	Performance Against Plan	New Enrollment for 2022	% Attainment of Target	Bonus Factor
	Maximum	[*]	115%	200%
	Above Target	[*]	>100% to <115%
	+6.67% for every 1% increase in New Enrollment above target

	Target	[*]	100%	100%
	Above Threshold	[*]	85% to <100%
	-6.67% for every 1% decrease in New Enrollment below target

	Threshold	[*]	<85%
	0%






			
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2022 Annual Incentive Plan         
                                                           



Unlevered Free Cash Flow Factor Table


Unlevered Free Cash Flow will account for 10% of the Business Results component of your targeted bonus payment potential. Unlevered Free Cash Flow results will be analyzed after the end of the calendar year versus the targeted Unlevered Free Cash Flow. To achieve any bonus payment for the Unlevered Free Cash Flow factor of your bonus, the threshold level of Unlevered Free Cash Flow must be met or exceeded.  If that level is achieved, payment for Unlevered Free Cash Flow results will be determined according to the following table:


												
	2022 Unlevered Free Cash Flow Target for Corporate

	Performance Against Plan	Unlevered Free Cash Flow for 2022	% Attainment of Target	Bonus Factor

	Maximum	[*]	120%	200%
	Above Target	[*]	>100% to <120%
	+5.00% for every incremental 1% in Unlevered Free Cash Flow above target

	Target	[*]	100%	100%
	Above Threshold	[*]	80% to <100%
	-5.00% for every 1% decrease in Unlevered Free Cash Flow below target

	Threshold	[*]	<80%
	0%




Individual Objectives 


Individual objectives make up 20% of your bonus payment for the year. Objectives will be set by each participant and their manager at the start of the year. At the end of the year, 20% of your targeted bonus will be based on the results attained for those objectives. Results for each objective will be rated by your manager, and a final overall percentage between 0% and 200% should be applied by the manager to this portion of the bonus.  The system used to plan incentive payments will not accept any percentage above 200%


Timing of Bonus Payments


Bonuses, if paid at all, are paid once a year as soon as administratively practicable after the Company’s certification of achievement against the metrics outlined above. Furthermore, the timing of bonus payments is contingent on the publication of Laureate’s 2022 audited financial statements. 


New Hire


Bonuses for Plan participants hired on or after March 1st of the Performance Period will be prorated depending on the date of hire. Those hired prior to March 1st will not have their bonus prorated. For example, someone hired on July 1st would receive a prorated bonus of 184/365ths of their projected bonus. Employees hired after November 1st of any year are ineligible for a bonus payment for that year. Please consult your local HR partners for the new hire date that applies to your country/region.


Internal Transfer/Promotion


Employees transferring from one bonus-eligible position within the Company to another will have their bonus compensation pro-rated based on their time in each position if the change in position means a change in salary grade and therefore eligibility. An employee who transfers from a bonus-eligible position to other positions within the Company not covered by this Plan will be paid bonus compensation based on the job they are leaving and only for the pro-rated period the employee actually worked in the bonus-eligible position. 


Termination


Employees who leave the Company either voluntarily or involuntarily are not eligible for bonus payments under this Plan.  To be eligible for a bonus payment, the participant must be actively employed by the Company on the exact date that the bonuses are paid. Notwithstanding the foregoing two sentences, for 2022, any employee who is involuntarily terminated without cause by the Company will be eligible to receive a pro-rated portion of his or her 2022 performance bonus if the employee works through June 30, 2022, to be paid at the same time and under the same circumstances as then-current employees.
			
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Putting It All Together – Sample Bonus Payment Calculation


Targets were set at the start of the calendar year for each bonus plan component.   


After the end of the period, results are tabulated.  If results exceed threshold in a positive manner, and Gatekeepers are met or exceeded, a bonus payment will be calculated using the tables above.  


Bonus Calculation Example 


Annual Base Salary:                                                        $200,000
Incentive Target (as % of salary):                                        30%
Annual Bonus Target:                                                    $60,000 (30% of $200,000)
EBITDA Gatekeepers Met or Exceeded:                                    Yes


[*]


                                                                                        
*The factor % applied to the individual portion of the bonus is determined based on the employee’s performance rating and the organizational achievement. 

This example is for illustration purposes only. Your specific salary level and results will vary from this example and there is no guarantee that you will earn any level bonus in any given performance period. 






			
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2022 Annual Incentive Plan         
                                                           



Additional Information
    
Employees may not expect to participate in this Plan if they are participants in any other cash-based short-term incentive plan of the Company. Short-term incentive plans are defined as plans for which desired results will be achieved in 1 year or less.


The Plan may be amended, revised, replaced, or terminated at any time unilaterally by the Company.  The Company reserves the right to interpret and implement the terms of this Plan in its sole discretion.   


Incentive targets may be adjusted by the Company at its sole discretion for any reason during the course of the Performance Period, including but not limited to changes in business conditions. 


The Plan is governed by the laws of the State of Maryland.


The Plan forms a part of the Laureate Education, Inc. Amended and Restated 2013 Long-Term Incentive Plan (the “2013 Plan”). To the extent there are any conflicts between the Plan and the Equity Plan, the terms of the 2013 Plan will control.


Nothing herein guarantees to you the right to continued employment with the Company, nor does it obligate the Company to make any Annual Incentive Plan payment, regardless of whether any of the performance criteria described herein have been met or exceeded. You will remain an at will employee at all times.


The Company retains the right to make adjustments in subsequent payments for errors that have occurred with relation to Annual Incentive Plan payments. This includes both errors made in favor of the plan participant, and errors made in favor of the Company.


Except as may be required by applicable law, you shall not disclose the terms of this form (including the Company’s financial and other performance objectives disclosed herein).


			
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