Exhibit 10.2
FY09 VIRTUSA CORPORATION
EXECUTIVE VARIABLE CASH COMPENSATION BONUS PLAN
1.
Purpose
This Executive Variable Cash Compensation Bonus Plan (the "Bonus Plan") is
intended to provide an incentive for superior work and to motivate eligible
executives of Virtusa Corporation (the "Company") and its subsidiaries toward
achievement of certain annual revenue and operating income goals of the Company,
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 Bonus 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"), based on recommendations from executive
management, and approval by the board of directors of the Company, 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 or modify the Bonus Plan, subject only to approval of
the Board of Directors of the Company (the "Board").
4.
Bonus Determinations
(A)
A COVERED EXECUTIVE MAY RECEIVE A BONUS
PAYMENT UNDER THE BONUS PLAN BASED UPON THE ATTAINMENT OF PERFORMANCE TARGETS
WHICH ARE ESTABLISHED BY THE COMPENSATION COMMITTEE AND APPROVED BY THE BOARD
AND RELATE TO FINANCIAL AND OPERATIONAL METRICS WITH RESPECT TO THE COMPANY OR
ANY OF ITS SUBSIDIARIES (THE "PERFORMANCE GOALS"), INCLUDING THE ANNUAL REVENUE
AND OPERATING INCOME TARGETS ESTABLISHED BY THE COMPENSATION COMMITTEE AS
APPROVED BY THE BOARD FOR ANY BONUS YEAR (AS DEFINED BELOW).
SUCH REVENUE AND
OPERATING INCOME TARGETS, AS WELL AS APPLICABLE TARGETED BONUSES FOR EACH
COVERED EXECUTIVE, ARE SET FORTH ON EXHIBIT A HERETO.
(B)
EXCEPT AS OTHERWISE SET FORTH IN THIS
SECTION 4(B):
(I) ANY BONUSES PAID TO COVERED EXECUTIVES UNDER THE BONUS PLAN
SHALL BE BASED SOLELY UPON OBJECTIVELY DETERMINABLE 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 WITH RESPECT TO THE
BONUS YEAR
BY THE COMPENSATION COMMITTEE AND APPROVED BY THE BOARD 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 AND THE BOARD APPROVES OF SUCH DETERMINATION FOR SUCH
BONUS YEAR.
FOR PURPOSES OF THIS BONUS PLAN, OF THE TARGETED COVERED EXECUTIVE
BONUS (AS SET FORTH IN EXHIBIT A HERETO WITH RESPECT TO EACH COVERED EXECUTIVE)
(I)
REVENUE TARGETS SHALL CONTRIBUTE 40% OF THE APPLICABLE TARGETED
BONUS PAYMENT (AS ADJUSTED PER THE PERCENTAGES ON EXHIBIT A TO EXTENT THE
COMPANY ACHIEVES, EXCEEDS OR MISSES THE APPLICABLE TARGET); PAYMENT OF ALL OR
ANY PORTION OF ANY APPLICABLE REVENUE TARGET BONUS SHALL BE BASED AND DETERMINED
SOLELY AND INDEPENDENTLY ON THE COMPANY'S ACHIEVEMENT OF SUCH REVENUE
PERFORMANCE METRIC AS SET FORTH IN EXHIBIT A;
(II)
OPERATING INCOME TARGETS SHALL CONTRIBUTE 60% OF THE APPLICABLE
TARGETED BONUS PAYMENT