ANNUAL INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE AS APRIL 3, 2020)
Colfax Corporation, a Delaware corporation, hereby adopts this Colfax Corporation Annual Incentive Plan, as amended and restated effective as of April 3, 2020, as follows:
The Plan is intended to enhance the Companys and its Affiliates ability to attract and retain highly qualified officers and key employees, and to motivate such persons to serve the Company and its Affiliates.
For purposes of interpreting the Plan and related documents, the following capitalized terms shall have the respective meanings set forth below:
2.1 Affiliate means, with respect to the Company, any company or other trade or business that is controlled by the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary.
2.2 Annual Incentive Award or Award means a bonus payable subject to attainment of Performance Goals over a Performance Period of up to one (1) year (the Companys calendar fiscal year, unless otherwise specified by the Committee).
2.3 Board means the Board of Directors of the Company.
2.4 Cause means, as determined by the Board and unless otherwise provided in an applicable agreement with the Company: (i) gross negligence or willful misconduct in connection with the performance of duties; (ii) conviction of a criminal offense (other than minor traffic offenses); or (iii) material breach of any term of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreements, if any, between the Participant and the Company or any Affiliate of the Company.
2.5 Code means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.
2.6 Committee means the Compensation Committee of the Board, which shall be comprised of not less than two directors of the Board.
2.7 Company means Colfax Corporation, a Delaware corporation, or its successor.
2.8 Disability means the Participant is unable to perform each of the essential employment duties of such Participants position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than twelve (12) months.