Attached files
file | filename |
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EX-32.2 - EX-32.2 - Cardiac Science CORP | v56550exv32w2.htm |
EX-31.2 - EX-31.2 - Cardiac Science CORP | v56550exv31w2.htm |
10-Q - FORM 10-Q - Cardiac Science CORP | v56550e10vq.htm |
EX-32.1 - EX-32.1 - Cardiac Science CORP | v56550exv32w1.htm |
EX-31.1 - EX-31.1 - Cardiac Science CORP | v56550exv31w1.htm |
Exhibit 10.4
CARDIAC SCIENCE
EXECUTIVE INCENTIVE PLAN
June 2010
EXECUTIVE INCENTIVE PLAN
June 2010
SECTION 1 INTRODUCTION
Plan Objectives
The goal of Cardiac Sciences Executive Incentive Plan (the Plan) is to enhance and reinforce the
goals of Cardiac Science Corporation (the Company) by providing Participants with additional
financial incentives and rewards upon the attainment of such goals. Final approval of the payment
of any awards made under the Plan is subject to the sole discretion of the Compensation Committee.
This Plan is intended to be a bonus program as defined under U.S. Department of Labor Regulation
Section 2510.3-2(c) and shall be construed and administered in accordance with such intention.
Effective Date
The Plan is effective beginning June 1, 2010 and ending December 31, 2010 coinciding with the
Companys annual fiscal year and will be referred to as the Year or Plan Year. This plan
supersedes any and all prior Executive Incentive Plans.
SECTION 2 DEFINITIONS
Unless defined elsewhere in the Plan, definitions of terms as used throughout this Plan document
are as follows:
| Executive means an employee who holds a VP level position or higher. | |
| Participant(s) means an Executive, as the case may be, designated and approved by the Compensation Committee and/or the Chief Executive Officer to participate in the Plan. |
SECTION 3 PLAN ADMINISTRATION
Administration
The Plan shall be administered by the Chief Executive Officer under the oversight of and subject to
the discretion of the Compensation Committee.
Participation
Participation in the Plan shall be limited to Executives of the Company selected by the Chief
Executive Officer and/or the Compensation Committee who remain employed during the applicable
vesting period and date. In addition to be or remain eligible to participate in the Plan, an
employees performance in the Plan Year must be at or above the Companys performance expectations
for that employee. In selecting Participants, the Chief Executive Officer and/or the Compensation
Committee shall consider an employees position and potential impact on the Companys business
results and performance. Any bonus for a Participant who joins the Plan after the start of the
Plan Year will be based on the Participants base salary gross earnings beginning when the
Participant becomes eligible during the Plan Year.
Payment of Incentives
Normal Payment. Bonus vests and is payable in two parts as follows: (1) 50% shall vest and
be payable in bi-weekly installments through regularly scheduled payroll effective June 1, 2010;
(2) 50% shall vest on December
2010 Revised Executive Incentive Plan A1
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31, 2010 and be payable in the first regularly scheduled payroll thereafter. There shall be no
pro-rated bonus if participants employment terms prior to December 31, 2010.
Should an Executive Employment Agreement be in effect, and the executive becomes eligible for
payment under the change in control (CIC) provisions of such agreement, on the effective date on
which the executive becomes eligible for payments under the CIC, the CIC provisions supersede, the
Executive Incentive Plan becomes null and void from that point and there will be no future payments
under the Executive Incentive Plan.
Plan Changes
The Company reserves the right to amend, revoke, or terminate this Plan or any portion of it, at
any time, for any reason whatsoever, with or without cause or advance notice. Payments may not be
made under this Plan at any time if, in the sole discretion of the Chief Executive Officer or
Compensation Committee, the overall performance or financial condition of the Company does not
warrant the payment of incentive awards.
Other Conditions
Right of Assignment. No Participant may sell, assign, transfer, discount, or pledge as
collateral for a loan or otherwise anticipate his or her right to any distribution under the Plan.
In the event of a Participants death, payment shall be made to the Participants designated
beneficiary, or in the absence of such designation, to the Participants estate.
Right of Employment. Nothing in this Agreement alters the at will nature of every
Participants employment. A Participant or the Company may terminate a Participants employment
relationship with the Company for any reason or for no reason, with or without cause or advance
notice.
Withholding for Taxes. The Company shall have the right, and the Participant consents, to
deduct from all payments under this Plan any federal or state taxes or other payroll withholdings
required by law to be withheld with respect to such payments.
Section 409A. The Company makes no representations or warranties to Participants with
respect to any tax, economic or legal consequences of this Plan or any payments or other benefits
provided hereunder, including without limitation under Section 409A of the Internal Revenue Code of
1986, as amended, the regulations issued thereunder and any applicable guidance (together Code
Section 409A) and no provision of the Plan shall be interpreted or construed to transfer any
liability for failure to comply with Code Section 409A from a Participant or any other individual
to the Company or any of its affiliates. Each Participant by accepting payment under the Plan
shall be deemed to have waived any claim against the Company and its affiliates with respect to any
such tax, economic or legal consequences. However, the parties intend that this Plan and the
payments and other benefits provided hereunder be exempt from the requirements of Code Section 409A
to the maximum extent possible, whether pursuant to the short-term deferral exception described in
Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described
in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A
is applicable to this Plan (and such payments and benefits), the parties intend that this Plan (and
such payments and benefits) comply with the deferral, payout and other limitations and restrictions
imposed under Code Section 409A. In addition, if a Participant is a specified employee, within
the meaning of Code Section 409A, then to the extent necessary to avoid subjecting the Participant
to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be
payable under this Plan during the six month period immediately following a Participants
separation from service, as defined under Code Section 409A, shall not be paid to the Participant
during such period, but shall be accumulated and paid to the Participant in a lump sum on the first
business day after the earlier of the date that is six months following his or her separation from
service or his or her death. Notwithstanding any other provision of this Plan to the contrary,
this Plan shall be interpreted, operated and administered in a manner consistent with such
intentions. In accordance with the foregoing, the Plan shall be deemed to be amended, and
any deferrals and distributions hereunder shall be deemed to be modified, to the extent permitted
by and
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necessary to comply with Code Section 409A and to avoid or mitigate the imposition of
additional taxes under Code Section 409A.
Gender. Any masculine terminology used herein shall also include the feminine, and the
definition of any terms herein in the singular shall also include the plural.
SECTION 4 OPERATING RULES
Plan Design
The Compensation Committee, may, at any time in its sole discretion, based on relevant facts and
circumstances, adjust incentive percentages or actual payout levels to be above or below the
established targets.
Bonus. For 2010, bonuses are based on participant continuing to perform the following:
1. | Take or support actions to assure ongoing liquidity. | |
2. | Take or support appropriate actions to assure public safety within the means of the company. | |
3. | Take or support strategic actions to optimize shareholder value. | |
4. | Assure continuity of key systems, processes and business functions. | |
5. | Assure ongoing compliance with applicable laws, regulations and standards within span of control. |
Target Incentives A Participants target incentive is a percentage of annual base salary
gross earnings based on his or her position with the Company in accordance with the chart below.
CEO | CFO/SVP | VP | ||
100% | 100% | 60% |
The Compensation Committee, may, at any time in its sole discretion, based on relevant facts and
circumstances, adjust incentive percentages or actual payout levels to be above or below the
established targets.
The Plan
is adopted by the Company and is effective June 1, 2010.
CARDIAC SCIENCE CORPORATION
By:
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Its: |
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Date: |
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