ARRAY BIOPHARMAINC. DESCRIPTION OFPERFORMANCE BONUS PROGRAM
EXHIBIT 10.1
ARRAY BIOPHARMA INC.
DESCRIPTION OF PERFORMANCE BONUS PROGRAM
Array BioPharma Inc. (the Company) has established an annual performance bonus program for employees, including the Companys executive officers. Through this program, employees can receive an annual bonus payable in cash, stock or stock option equivalents based on achievement of key Company and individual goals. There is no guarantee that bonuses will be awarded in any given year. The bonus program is intended to strengthen the connection between individual compensation and Company success; reinforce the Companys pay-for-performance philosophy by awarding higher bonuses to higher performing employees; and help ensure that the Companys cash compensation is competitive.
The Compensation Committee recommends for approval by the independent directors of the Board the minimum, target and stretch corporate performance goals, and the relative weighting of these goals, for the upcoming fiscal year. The goals generally are based on the following objective performance criteria: revenues, earnings per share, year-end cash, discovery research and clinical development goals with respect to the Companys proprietary drug programs and transactional goals relating to strategic partnership transactions. Each participant in the bonus program may be eligible to receive a target bonus amount calculated by multiplying the participants base salary by a percentage value later assigned to the participant or his or her position with the Company by the Compensation Committee.
Following the end of each fiscal year, the Compensation Committee determines in its discretion the extent to which the company-wide and individual performance goals were attained. Based on this assessment, the Compensation Committee will award bonuses equal to a varying percentage of an employees target bonus amount. The Compensation Committee may award a bonus in an amount less than or greater than the amount earned by a participant under the bonus program.
Individual bonuses can vary significantly based on performance. Any bonuses for a particular year are paid as a lump sum cash award, less applicable payroll and other withholdings, in the quarter following that year. The plan can be amended in whole or in part by the Compensation Committee at any time until paid.
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