Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - CADENCE PHARMACEUTICALS INC | d636789d8k.htm |
| EX-10.2 - EX-10.2 - CADENCE PHARMACEUTICALS INC | d636789dex102.htm |
Exhibit 10.1
CADENCE PHARMACEUTICALS, INC.
BONUS PLAN
Effective January 1, 2014
INTRODUCTION AND PURPOSE
The Cadence Pharmaceuticals, Inc. (“Cadence” or the “Company”) Bonus Plan (the “Plan”) is designed to reward eligible employees for the achievement of corporate objectives, as well as measured individual objectives that are consistent with and support the overall corporate objectives. Since cooperation between departments and employees will be required to achieve corporate objectives that represent a significant portion of the Plan, the Plan should help foster teamwork and build a cohesive management team.
The Plan is designed to:
| • | Encourage high performance by providing an incentive program to achieve overall corporate objectives and to enhance shareholder value. |
| • | Reward those individuals who significantly impact corporate results. |
| • | Encourage increased teamwork among all disciplines within Cadence. |
| • | Incorporate an incentive program in the Cadence overall compensation program to help attract and retain employees. |
| • | Provide an incentive for eligible employees to remain employed by Cadence through and beyond the payout of any earned bonus. |
ELIGIBILITY
All regular employees are eligible to participate in the Plan. Employees are not eligible if included in a separate formal incentive plan provided by the Company. In order to be eligible, a participant must have been in an eligible position for at least three (3) full consecutive months prior to the end of the Plan year, and the participant must remain employed through the end of the Plan year and until awards are paid. If the participant is not employed on the date awards are paid, the participant will not have earned any bonus. If the participant has been subject to a performance improvement plan or other disciplinary procedure during the Plan year, any award to such individual will be at the discretion of the President and CEO or the Compensation Committee of the Board of Directors (the “Compensation Committee”).
Change in Status During the Plan Period:
| a. | Participants hired during the Plan year: |
| • | Participants hired during the Plan year are eligible for a prorated award based on the number of months employed in an eligible position. |
| • | Participants hired after the end of the third quarter are not eligible to participate for the plan year. |
| b. | Promotion/change in level: |
| • | For promotions that occur after March 31 of the applicable Plan year but prior to October 1 of the applicable Plan year, the calculation will be prorated, based on the number of months at each bonus percentage level. |
| • | If the promotion occurred on or after October 1st of the applicable Plan year, the entire calculation will be based on the bonus percentage applicable prior to the promotion. |
| c. | Transfer to a position that is included in a separate formal Incentive Plan: Awards will be prorated using the same discipline as outlined for promotions above and in the formal Incentive Plan. |
| d. | Termination of employment: |
| • | If a participant’s employment is terminated voluntarily prior to the date awards are paid, the participant will not be eligible to receive an award. |
| • | If a participant’s employment is terminated involuntarily prior to the date awards are paid, it will be at the absolute discretion of the Company whether or not an award payment is made. |
| e. | Leave of Absence: If a participant is on leave of absence for more than one month during the Plan year, award will be prorated based on the number of months of active work in the year. |
AWARD CALCULATION
Awards will be determined by applying a “bonus percentage” to the participant’s base salary in effect at the end of the Plan year. While the Compensation Committee may change the bonus percentage for any Plan year, the following bonus percentages will initially be used for this purpose:
| Position Title |
Bonus Percentage | |||
| President/CEO |
75 | % | ||
| EVP, SVP |
45 | % | ||
| VP |
35 | % | ||
| Executive Director, Senior Director |
25 | % | ||
| Director |
20 | % | ||
| Medical Science Liaison |
15 | % | ||
| Associate Director, Senior Manager |
15 | % | ||
| Manager |
10 | % | ||
| Analyst/Specialist |
8 | % | ||
| Administrative/Accounting Associate |
6 | % | ||
Corporate and Individual Performance Factors
The President and/or CEO will present to the Compensation Committee a list of the overall corporate objectives for the applicable Plan year, which are subject to approval by the Compensation Committee. All participants in the Plan whose performance is measured in part based on individual performance factors will then develop a list of key individual objectives, which must be approved by the responsible Vice President, Senior Vice President, or President and/or CEO.
The relative weight between corporate and individual performance factors varies based on the individual’s assigned level within the organization. The weighting may be reviewed periodically and may be adjusted for any Plan year. The weighting for the performance factors will initially be as follows:
| Corporate | Individual | |||||||
| President/CEO |
100 | % | ||||||
| EVP/SVP |
100 | % | ||||||
| VP |
60 | % | 40 | % | ||||
| Exec Dir/Sr Dir/Dir/Assoc Dir/Sr Mgr/MSL |
50 | % | 50 | % | ||||
| Manager |
40 | % | 60 | % | ||||
| Analyst/Specialist/Administrative |
30 | % | 70 | % | ||||
Performance Award Multiplier
| a. | President/CEO and EVP/SVP Plan Participants (“Executive Officers”): The award multiplier for the corporate component will be determined by the Compensation Committee each Plan year, in its sole discretion. The actual performance bonus awarded to each Executive Officer in any year, if any, may be more or less than the applicable target, depending primarily on the Compensation Committee’s determination of the award multiplier for the corporate component and the executive’s individual performance with respect to the corporate objectives. Whether or not performance bonus is paid for any year is within the discretion of the Compensation Committee (or the Board of Directors in the case of the President/CEO) based on such achievement. |
| b. | All Other Plan Participants: Separate award multipliers will be established for both the corporate and the individual components of each award. The award multiplier for the corporate component will be determined by the Compensation Committee each Plan year, in its sole discretion. The same award multiplier for the corporate component of the award shall be used for all such Plan participants. The award multiplier for the individual component shall be determined by the responsible Vice President, Senior Vice President, or President and/or CEO. |
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While the Compensation Committee may change the award multipliers for any Plan year, the following scale will be used to determine the actual performance award multiplier based upon the measurement of corporate and individual performance objectives.
| Performance Category |
Award Multiplier | |
| 1. Performance for the year met or exceeded objectives or was excellent in view of prevailing conditions |
75% - 150% | |
| 2. Performance generally met the year’s objectives or was very acceptable in view of prevailing conditions |
50% - 100% | |
| 3. Performance for the year met some, but not all, objectives |
25% - 50% | |
| 4. Performance for the year was not acceptable in view of prevailing conditions |
0% |
Example
The example below shows a sample cash bonus award calculation under the Plan, which is determined after the end of the performance period.
Step #1: A potential base bonus award is calculated by multiplying the employee’s base salary by their assigned level bonus percentage.
Step #2: The calculated potential base bonus amount is then split between the corporate and individual performance factors by the employee’s assigned level (per the weighting above). This calculation establishes specific potential dollar awards for the performance period based on both the individual and corporate performance factor components.
Step #3: After the end of the performance period, corporate and individual award multipliers will be established using the criteria described above. Awards are determined by multiplying the potential bonus awards in Step #2 by the actual corporate and individual award multipliers.
| Example: |
Step # 1: Potential Bonus Award Calculation | |||||
| Position: | Director | |||||
| Base salary: | $ | 100,000 | ||||
| Target bonus percentage: | 20 | % | ||||
| Potential base bonus: | $ | 20,000 | ||||
| Step # 2: Split award target amount based on weighting of Performance Factors | ||||||
| Potential corporate performance bonus (50%): | $ | 10,000 | ||||
| Potential individual performance bonus (50%): | $ | 10,000 | ||||
| Step # 3: Actual Cash Incentive Award Calculation | ||||||
| Assumed payment multipliers based on assessment of corporate and individual performance: |
| |||||
| Corporate multiplier 75%-performance generally met objectives | ||||||
| Individual multiplier 125%-performance generally exceeded objectives | ||||||
| Cash Award: |
||||||
| Corporate component |
$ | 7,500 | ($10,000 x 75%) | |||
| Individual component |
$ | 12,500 | ($10,000 x 125%) | |||
|
|
|
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| Total Award |
$ | 20,000 | ||||
AWARD PAYMENTS
Bonus award payments may be made in cash, through the issuance of stock, stock options or another form of equity award, or by a combination of cash, stock, stock options and/or another form of equity award, at the discretion of the Compensation Committee. All bonus award payments are subject to applicable tax withholdings. In the event that the Compensation Committee and/or the Board of Directors elect to pay bonus awards in stock or stock options, the Compensation Committee, in its sole
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discretion, will make a determination as to the number of shares of stock or stock options to be issued to each Plan participant based, in part, upon the overall corporate performance and each participant’s individual performance, as described. The issuance of stock and stock options may also be subject to the approval of the Company’s stockholders, and any stock options issued will be subject to the terms and conditions of the Company’s Equity Incentive Award Plan, as amended from time to time by the Company.
Payment of bonus awards will be made as soon as practicable after the issuance of the Company’s year-end audited Financial Statements for the Plan year, but not later than December 31 of the year following the Plan year. Payments will not be impacted by any benefits, with the exception of elected 401(k) contributions which will be applied.
PLAN PROVISIONS
Governance
The Plan will be governed by the Compensation Committee. The President and/or CEO of Cadence will be responsible for the administration of the Plan. The Compensation Committee will be responsible for recommending to the Board of Directors a bonus amount for the President and/or CEO (unless such compensation is intended to be qualified, performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended). Additionally, the Compensation Committee will be responsible for approving any compensation or incentive awards to other executive officers of the Company and all other officers who are subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended. All determinations of the Compensation Committee, under the Plan, shall be final and binding on all Plan participants.
Compensation Committee’s Absolute Right to Alter or Abolish the Plan
The Compensation Committee reserves the right in its absolute discretion to terminate the Plan, or any portion of the Plan, at any time or to alter the terms and conditions under which a bonus will be paid. In the event of the Plan’s termination prior to the payment of a bonus, such bonus will not be payable under this Plan. Such discretion may be exercised any time before, during, and after the Plan year is completed. No participant shall have any vested right to receive any compensation hereunder until actual delivery of such compensation. Participation in the Plan at any given time does not guarantee ongoing participation.
Employment Duration/Employment Relationship
This Plan does not, and Cadence’s policies and practices in administering this Plan do not, constitute an express or implied contract or other agreement concerning the duration of any participant’s employment with the Company. The employment relationship of each participant is “at will” and may be terminated at any time by Cadence or by the participant, with or without cause.
Any questions pertaining to this plan should be directed to the Human Resources Department.
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