Attached files
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EX-3.1 - AVID AMENDED AND RESTATED BY-LAWS (2-9-10) - AVID TECHNOLOGY, INC. | exhibit_3-1.htm |
8-K - FORM 8-K FILED FEBRUARY 12, 2010 - AVID TECHNOLOGY, INC. | f8k_021210.htm |
EXHIBIT
10.1
AVID
TECHNOLOGY, INC.
Avid
Technology Park
One Park
West
Tewksbury,
MA 01876
2010
EXECUTIVE BONUS PLAN
On
February 8, 2010 (the “Effective Date”), the
Compensation Committee (the “Committee”) of the Board of
Directors (the “Board”)
of Avid Technology, Inc. (the “Company”) adopted this 2010
Executive Bonus Plan (the “Plan”).
1.
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PURPOSE
OF THE PLAN
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The
purpose of this Plan is: (i) to advance the interests of the Company’s
stockholders by enhancing the Company’s ability to attract, retain and motivate
executive officers, and (ii) to reward its executive officers for their
contributions toward the achievement of certain Company financial goals and
their personal performance in 2010. Except where the context
otherwise requires, the term “Company,” as used in this
Plan, includes any of the Company’s present or future parent or subsidiary
corporations, as defined in Sections 424(e) or (f) of the Internal Revenue Code
of 1986, as amended, and any regulations promulgated thereunder, and any other
business venture (including, without limitation, joint venture or limited
liability company) in which the Company has a controlling interest, as
determined by the Board.
2.
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FINAL
AUTHORITY; ADMINISTRATION
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The
Committee will administer and have final authority on all matters relating to
the Plan, except as otherwise set forth herein. The Committee may
interpret and construe the Plan, decide any and all matters arising under or in
connection with the Plan, and correct any defect, supply any omission or
reconcile any inconsistency in the Plan in the manner and to the extent it deems
expedient to implement the Plan. Additionally, the Committee may
amend, suspend, revoke or terminate the Plan at any time. All bonus
payouts under the Plan are subject to prior approval by the
Committee. All decisions by the Committee will be made in the
Committee’s sole discretion and will be final and binding on all persons having
or claiming any interest in the Plan.
3.
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ELIGIBILITY
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All of
the Company’s executive officers will be eligible to participate in the Plan,
excluding executive officers hired after September 30, 2010. Eligible
executive officers must be employed by the Company on December 31, 2010 in order
to receive a bonus, if any, under this Plan. An eligible executive
officer who ceases to be employed by the Company, other than as a result of
termination by the Company for cause, after December 31, 2010, but prior to the
bonus payout date, will be entitled to receive a bonus pursuant and subject to
the terms and conditions of this Plan. For purposes of the Plan, the
following individuals will be deemed to be employed by the Company as of
December 31, 2010: (i) any executive officer on an approved leave of absence on
that date, and (ii) any executive officer who in 2010 becomes disabled and
qualifies for benefits under the Company’s long-term disability
plan. For individuals who become executive officers of the Company
during 2010 as a result of an acquisition, initial eligibility for participation
in the Plan will be determined by the Committee on a case-by-case
basis. Each eligible executive officer is deemed a “Participant” in the
Plan.
4.
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TARGET
BONUS
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Each
Participant has been designated by the Company as being eligible to earn a
target bonus amount equal to a percentage of the Participant’s base salary (the
“Bonus
Percentage”).
Each
Participant’s “Target Bonus
Amount” for 2010 is his or her Bonus Percentage multiplied by the base
salary paid to him or her in 2010. For purposes of the Plan, base
salary includes regular wages and vacation, sick time and holiday pay, but not
leave of absence, bonus or other premium pay.
5.
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PLAN
MODEL OVERVIEW
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Actual
bonus payouts will be based on the following two components: Company Performance
and Personal Performance (each referred to as a “Performance
Component”). Each Performance Component is described in
greater detail in Section 6. The Performance Components have been
assigned weights for purposes of calculating bonus payouts, in accordance with
the following table:
Performance
Component
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Weight
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Company
Performance
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80%
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Personal
Performance
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20%
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6.
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PERFORMANCE
COMPONENTS
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6.1
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Company
Performance. Company Performance will be measured using
two metrics (each a “Company Metric”), with
each Company Metric assigned a weight, as set forth in the following
table:
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Company Metric1
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Weight
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Company
Revenues
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40%
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Company
Operating Earnings2
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60%
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1. Actual performance for all Company
Metrics will be determined on a non-GAAP basis consistent with historical
Company practice.
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2. Operating earnings will include bonus payout for executives and employees. |
For each
Company Metric, the Compensation Committee will establish a minimum performance
level, a target performance level and a maximum performance
level. Each Company Metric will receive a score based upon
achievement
of these performance levels as set forth in the following table:
Performance
Level
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Score
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Maximum
(and above)
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1.5
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Between target and
maximum
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1.00
to 1.51
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Target
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1.00
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Between minimum and
target
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0.30
to 1.002
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Minimum
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0.30
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Below
minimum
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0.00
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1. Score will be adjusted on a linear basis
between 1.00 and 1.5 based on actual results.
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|
2. Score will be adjusted on a linear basis
between 0.30 and 1.00 based on actual
results.
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The
scores attached to each Company Metric will be used in the following formula,
which incorporates the weight of each Company Metric, to determine the “Company Performance
Score”:
(Company
Revenues score) x (40%)
|
+ (Company
Operating Earnings score) x (60%)
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Company
Performance Score
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6.2
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Personal
Performance. The Compensation Committee will assign
personal performance goals to Participants for 2010. The
Compensation Committee will consider goals recommended by the Chief
Executive Officer for each Participant when making such
assignments. The Compensation Committee may amend or modify any
goal or substitute a new goal in place of any existing goal, to the extent
equitable under the circumstances (e.g., in the event a Participant’s role
or responsibilities change).
|
The
Participant’s performance relative to each goal will be scored on a scale of
0.00 to 1.35, with a score of 1.00 representing target performance.
Within a
reasonable period of time after December 31, 2010, each Participant will receive
from the Compensation Committee, a final assessment of his or her performance
relative to each goal (a “Personal Performance
Score”).
7.
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OVERALL
PARTICIPANT SCORE
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Each
Participant will be assigned an “Overall Score” that will be
calculated in accordance with the formula set forth below:
(Company Performance Score) x (80%) |
+ (Personal Performance Score) x (20%) |
Overall
Score
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8.
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BONUS
PAYOUTS
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8.1
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Bonus
Payout. Each Participant’s actual bonus payout under
this Plan, if any, will be determined in accordance with the following
formula:
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(Target
Bonus Amount) x (Overall Score) = Bonus Payout
Notwithstanding
the preceding, if the Company has a non-GAAP operating loss for 2010, the bonus
payout will be reduced to zero for each Participant.
8.2
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Timing. Bonuses,
if any, are expected to be determined and paid in the first quarter of
2011 after the Company files its Annual Report on Form 10-K with the
Securities and Exchange Commission for fiscal year 2010, although the
Company will not have any liability to any Participant if bonus payouts
are delayed beyond that time period for any reason, provided that in no
event will the bonuses, if any, be paid later than December 31,
2011.
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9.
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CHANGES
TO EMPLOYMENT CIRCUMSTANCES
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9.1
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Changes
to Base Salary. Because each Participant’s Target Bonus
Amount is based upon base salary paid in 2010, any adjustments to the rate
or payment of a Participant’s base salary will automatically be
incorporated on a pro rata basis into that Participant’s bonus payout
calculation, including, without limitation, in the event of (i) any
increase or diminution in base salary, (ii) any suspension, in whole or in
part, of the payment of base salary in connection with an authorized leave
of absence, and (iii) any payment of less than a full year’s base salary
in connection with a date of hire after January 1, 2010. If a
Participant becomes disabled and qualifies for benefits under the
Company’s long-term disability plan, the Participant’s bonus payout will
be calculated based upon the Participant’s base salary paid while on the
Company payroll as an employee.
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9.2
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Changes
to Bonus Percentage. If a Participant’s Bonus Percentage
changes during 2010, then separate bonus calculations will be performed
for each time period for which different Bonus Percentages existed, using
the Participant’s base salary during each such time
period.
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10.
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MISCELLANEOUS
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10.1
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Other
Bonuses and Incentives. Nothing in this Plan shall limit
the discretionary authority of the Board or the Committee to approve and
pay out additional or alternative bonuses to Participants (based on
performance) or provide Participants additional or alternative incentives
outside of the terms of this Plan.
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10.2
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No
Right to Employment or Other Status. This
Plan shall not be construed as giving any Participant the right to
continued employment or any other relationship with the
Company. The Company expressly reserves the right at any time
to dismiss or otherwise terminate its relationship with any Participant
free from any liability or claim under the Plan, except as may otherwise
be provided in the Participant’s employment agreement or change-in-control
agreement with the Company.
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10.3
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Provisions
for non-U.S. Participants. The Company may modify bonus
payouts or establish separate procedures for Participants who are non-U.S.
nationals or who are employed outside the United States in order to comply
with laws, rules, regulations or customs of such foreign jurisdictions
with respect to tax, currency, employee benefits or other
matters.
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10.4
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Governing
Law. This Plan will be governed by and construed in
accordance with the internal laws of the Commonwealth of Massachusetts
without giving effect to any choice or conflict of law
provision.
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