Exhibit 10.2
ANIKA THERAPEUTICS, INC.
SENIOR EXECUTIVE INCENTIVE COMPENSATION PLAN
1.
Purpose
This Senior Executive Incentive Compensation Plan (the "Incentive Plan") is
intended to provide an incentive for superior work and to motivate eligible
executives of Anika Therapeutics, Inc. (the "Company") and its subsidiaries
toward even higher achievement and business results, to tie their goals and
interests to those of the Company and its stockholders and to enable the Company
to attract and retain highly qualified executives.
The Incentive Plan is for
the benefit of Covered Executives (as defined below).
2.
Covered Executives
From time to time, the Compensation Committee of the Board of Directors of the
Company (the "Compensation Committee") may select certain key executives (the
"Covered Executives") to be eligible to receive bonuses hereunder.
3.
Administration
The Compensation Committee shall have the sole discretion and authority to
administer and interpret the Incentive Plan.
4.
Bonus Determinations
(A)
A COVERED EXECUTIVE MAY BE ELIGIBLE TO RECEIVE A BONUS PAYMENT
UNDER THE INCENTIVE PLAN BASED UPON THE ATTAINMENT OF PERFORMANCE TARGETS THAT
ARE ESTABLISHED BY THE COMPENSATION COMMITTEE AND RELATE TO FINANCIAL AND
OPERATIONAL METRICS WITH RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES (THE
"PERFORMANCE GOALS"), INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING:
REVENUE,
EBITDA AND SPECIFIC STRATEGIC AND DEVELOPMENT MILESTONES.
(B)
EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 4(B):
(I) ANY
BONUSES PAID TO COVERED EXECUTIVES UNDER THE INCENTIVE PLAN SHALL BE BASED UPON
BONUS FORMULAS THAT TIE SUCH BONUSES TO ONE OR MORE PERFORMANCE TARGETS RELATING
TO THE PERFORMANCE GOALS, (II) BONUS FORMULAS FOR COVERED EXECUTIVES SHALL BE
ADOPTED IN EACH PERFORMANCE PERIOD BY THE COMPENSATION COMMITTEE, AND (III) NO
BONUSES SHALL BE PAID TO COVERED EXECUTIVES UNLESS AND UNTIL THE COMPENSATION
COMMITTEE MAKES A DETERMINATION WITH RESPECT TO THE ATTAINMENT OF THE
PERFORMANCE OBJECTIVES.
NOTWITHSTANDING THE FOREGOING, (A) THE COMPANY MAY
INCREASE OR DECREASE BONUSES PAYABLE UNDER THE INCENTIVE PLAN BASED ON
ACHIEVEMENT OF INDIVIDUAL PERFORMANCE GOALS OR PAY BONUSES (INCLUDING, WITHOUT
LIMITATION, DISCRETIONARY BONUSES) TO COVERED EXECUTIVES UNDER THE INCENTIVE
PLAN BASED UPON SUCH OTHER TERMS AND CONDITIONS AS THE COMPENSATION COMMITTEE
MAY IN ITS SOLE DISCRETION DETERMINE, AND (B) THE COMPENSATION COMMITTEE MAY IN
ITS SOLE DISCRETION DETERMINE NOT TO PAY ANY BONUS REGARDLESS OF THE ATTAINMENT
OF PERFORMANCE OBJECTIVES BY A COVERED EXECUTIVE.
(C)
EACH COVERED EXECUTIVE SHALL HAVE A TARGETED BONUS OPPORTUNITY FOR
EACH PERFORMANCE PERIOD.
THE MAXIMUM BONUS PAYABLE TO A COVERED EXECUTIVE UNDER
THE PLAN IS 150% OF THE COVERED EXECUTIVE'S BONUS OPPORTUNITY.
(D)
THE PAYMENT OF A BONUS TO A COVERED EXECUTIVE WITH RESPECT TO A
PERFORMANCE PERIOD SHALL BE CONDITIONED UPON THE COVERED EXECUTIVE'S EMPLOYMENT
BY THE COMPANY ON THE DATE THAT THE COMPENSATION COMMITTEE DETERMINES THAT THE
PERFORMANCE GOALS HAVE BEEN ACHIEVED AND DETERMINES THE AMOUNT OF THE BONUS
PAYABLE, IF ANY, TO SUCH COVERED EMPLOYEE; PROVIDED, HOWEVER, THAT THE
COMPENSATION COMMITTEE MAY MAKE EXCEPTIONS TO THIS REQUIREMENT, IN ITS SOLE
DISCRETION, INCLUDING, WITHOUT LIMITATION, IN THE CASE OF A COVERED EXECUTIVE'S
TERMINATION OF