(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 OPERATING INCOME BONUS SHALL BE BASED AND
DETERMINED SOLELY AND INDEPENDENTLY ON THE COMPANY'S ACHIEVEMENT OF SUCH
OPERATING INCOME PERFORMANCE METRIC AS SET FORTH IN EXHIBIT A;
(C)
EACH COVERED EXECUTIVE SHALL HAVE A
TARGETED BONUS OPPORTUNITY FOR THE BONUS YEAR AS SET FORTH IN EXHIBIT A HERETO.
(D)
THE PAYMENT OF A BONUS TO A COVERED
EXECUTIVE WITH RESPECT TO THE BONUS YEAR SHALL BE CONDITIONED UPON THE COVERED
EXECUTIVE'S EMPLOYMENT BY THE COMPANY ON THE LAST DAY OF THE BONUS YEAR AND ON
THE DATE OF ACTUAL PAYMENT OF SUCH BONUS BY THE COMPANY; 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 EMPLOYMENT, RETIREMENT, DEATH OR DISABILITY, SUBJECT TO BOARD
APPROVAL
(E)
THE TERM OF THE BONUS PLAN EXTENDS FROM
APRIL 1, 2008 THROUGH MARCH 31, 2009 (THE "BONUS YEAR").
THIS BONUS PLAN DOES
NOT APPLY TO ANY PRIOR OR FUTURE PERIOD.
TO THE EXTENT THAT ANY COVERED
EXECUTIVE IS NOT EMPLOYED BY THE COMPANY ON THE FIRST DAY OF THE BONUS YEAR, BUT
IS EMPLOYED BY THE COMPANY CONTINUOUSLY AFTER SUCH DATE FOR THE REMAINDER OF THE
BONUS YEAR AND UP TO THE TIME OF ANY BONUS PAYMENT HEREUNDER, EXCEPT AS
OTHERWISE DETERMINED BY THE COMPENSATION COMMITTEE, THE COVERED EXECUTIVES
APPLICABLE BONUS AMOUNT SHALL BE PRO-RATED BASED ON THE PORTION OF THE BONUS
YEAR THAT SUCH COVERED EXECUTIVE IS EMPLOYED BY THE COMPANY, PROVIDED THAT THE
COVERED EXECUTIVE SATISFIES ALL OF THE CRITERIA FOR EARNING AND BEING PAID SUCH
BONUS UNDER THE TERMS HEREIN.
NOTWITHSTANDING THE FOREGOING, FOR THIS BONUS
YEAR ONLY, RAJ RAJGOPAL AND RANJAN KALIA SHALL NOT BE SUBJECT TO THIS PLAN AND
SHALL INSTEAD BE ELIGIBLE TO PARTICIPATE IN A SEPARATE VARIABLE COMPENSATION
PLAN (I.E., IN EFFECT FOR THE FY09 FISCAL YEAR
PRIOR TO THEIR BECOMING AN
EXECUTIVE OFFICER OF THE COMPANY).
5.
Timing of Payment
The Performance Goals will be measured at the end of each fiscal year after the
Company's financial reports and related metrics have been approved by the Board
for the applicable period
If the Performance Goals are met, subject to
satisfaction of all other terms in this Bonus Plan, the Company shall, after
such Board approval, make such payments promptly , but in any event, within 75
days after the expiration of the period against which the applicable Performance
Goals were being measured and calculated.
2
6.
Amendment and Termination
The Company reserves the right to amend or terminate the Bonus Plan at any time
in its sole discretion.
3
Exhibit A
Executive
Fiscal Year
Total Cash Bonus
@Plan
Kris Canekeratne-CEO
FY2009
$
175,000
Dan Smith
FY2009
$
250,000
Thomas Holler-CFO
FY2009
$
105,000
Keith Modder-EVP MD Asia
FY2009
$
60,000
TN Hari-SVP, Global HR
FY2009
$
50,000
Revenue