exv10w17



 







Exhibit 10.17




2006 Key Employee Incentive Plan:

Executive




Bonus Target:




	 	 	 	 	 
	 

	 	Functional VP Target:
	 	40% of Base Salary at Plan
	 
	 	 	 	 
	 

	 	Corporate VP Target:
	 	60% of Base Salary at Plan
	 
	 	 	 	 
	 

	 	CEO Bonus Target:
	 	90% of Base Salary at Plan






Payout Variables:



The bonus payout will be based on two variables reflecting corporate financial performance:
“non-GAAP Revenue” and “non-GAAP Profit Before Tax”. “Non-GAAP Revenue” and “non-GAAP PBT” are as
defined by the annual operating plan. Extraordinary events affecting financial performance will be
discussed with the Compensation Committee before determining the financial performance used in the
Incentive Plan Calculations.




Bonus Pool Weighting




	 	 	 	 	 
	Factor	 	 	 	 
	 
	Revenue
	 	 	50	%
	 
	Profit Before Tax
	 	 	50	%





The bonus pool for Executives is then multiplied times the Relative Performance Factor.




Relative Performance Factor Calculation





	 	 	 	 	 
	Actel Percentage Revenue Growth vs. Percentage Revenue Growth of Altera, Xilinx, Lattice, and Quick Logic	 	Bonus Factor
	 
	Better than none of the four
	 	 	.8	 
	Better than one of the four
	 	 	.9	 
	Better than two of the four
	 	 	1.0	 
	Better than three of the four
	 	 	1.1	 
	Better than all four
	 	 	1.2	 






 









 





CEO Discretionary Factor



After weighting the bonus award the CEO has the discretion to modify the bonus to reflect the
Executive’s individual performance.




Threshold for Payout



No bonuses shall be paid if the threshold for PBT (75% of plan) is not met. Executives must be
employed on the date of bonus payment to be eligible for the Incentive Bonus payment.




Maximum Payout



The total bonus payments under the Key Employee Incentive Plan may not exceed 12.8% of Non-GAAP
Profit Before Tax (PBT).




 









 








2006 Key Employee Incentive Plan:

Key Employees




Bonus Target:



10%, 15% or 20% of Base Salary at Plan depending upon grade level.



Each VP has the discretion to increase an individual’s bonus target by 5% to recognize
extraordinary performance (e.g., 10% to 15%, or 20% to 25%).



Participation:




Plan participation will be communicated to all Key Employees at grade level 9 and above, except
employees on a Sales Incentive plan or separate MBO plan. Any employee with documented performance
issues will not be eligible to participate in the Plan.



For any employee in an ongoing Key role that is below grade level 9, participation must be formally
approved by the VP of Human Resources and the organization VP, and documented by Human Resources.



At the end of plan year, each VP may nominate exceptional employees for one-time participation
based on key contributions for that year. These exceptions may be added but would have to be paid
from already allocated funds. (Funds budgeted for other participants within the VP’s group.)



Eligibility:




A newly hired eligible employee who is hired during the first quarter of the fiscal year will be
eligible to receive the full percentage of the targeted bonus. A newly hired eligible employee who
is hired during the second or third quarter of the fiscal year is eligible to receive a pro-rated
bonus amount based on the date of hire. A newly hired eligible employee who is hired during the
fourth quarter of the fiscal year will not be eligible for a Key Employee Bonus payout until the
next fiscal year.



Key employees must be employed on the date of the bonus payment in order to be eligible for the Key
Employee Bonus payment.



Payout Variables:




The maximum bonus payout calculation will be based on two variables reflecting corporate financial
performance: “non-GAAP Revenue” and non-GAAP Profit Before Tax”. “Non-GAAP Revenue” and “non-GAAP
PBT” are as defined by the annual operating plan. Extraordinary events affecting financial
performance will be discussed with the Compensation Committee before determining the financial
performance used in the Incentive Plan calculations.



This maximum amount is then adjusted using a performance multiplier. The performance multiplier
will be based on the attainment of individual, departmental and corporate goals. These goals will
be set at the beginning of the plan year by the VP. Each VP has the discretion to modify
individual awards based on goal performance.




 









 








Weighting




	 	 	 	 	 
	Factor	 	Weight
	 
	Revenue
	 	 	50	%
	 
	 	 	 	 
	Profit Before Tax
	 	 	50	%






	 	 	 	 	 
	Performance Multiplier	 	Weight
	 
	Corporate
	 	 	10	%
	 
	 	 	 	 
	Department
	 	 	30	%
	 
	 	 	 	 
	Individual
	 	 	60	%






Threshold for Payout




No bonuses shall be paid if the threshold for PBT (75% of plan) is not met.




Maximum Payout



The total bonus payments under the Key Employee Incentive Plan may not exceed 12.8% of Non-GAAP
Profit Before Tax (PBT).