IMMUCOR, INC. FY 2008 Bonus Plan and FY 2008 Long-Term Incentive AwardsPlan [Adopted 5-24-07]
Exhibit 10.1
IMMUCOR, INC.
FY 2008 Bonus Plan
and
FY 2008 Long-Term Incentive Awards Plan
[Adopted 5-24-07]
Bonus Plan
This is a plan for all officers, supervisors, managers and directors.
All bonuses will be based on the company achieving a target net income established by the Compensation Committee of the Board of Directors on the date the bonus plan was adopted.
All Sales, Marketing, Technical Support, Field Service and Field Technical Support officers, supervisors, managers and directors (other than Field Sales employees), will be eligible to participate in the bonus plan only if the applicable country/region revenue goal is achieved, in addition to the company achieving target net income. Country/region revenue goals will be based on the FY 2008 budget and communicated to each group affected.
Field Sales employees, who are compensated on a commission basis, will not be eligible to participate in the bonus plan.
Award levels are stated as a percentage of base compensation or salary. For LTI awards this means base compensation or salary as of May 31, 2007; for bonuses this means base compensation or salary as of May 31, 2008.
Executive Officers
Executive officers will be eligible for bonuses based on the amount of net income. This group currently includes the CEO, CFO, CSO and General Counsel.
| If net income is |
| Bonus (as percent of base compensation) will be as follows |
| ||||
| percent of target |
| CEO |
| CSO |
| CFO & General |
|
| <100% |
| 0 | % | 0 | % | 0 | % |
| 100% |
| 25 | % | 25 | % | 25 | % |
| 105% |
| 43.75 | % | 37.5 | % | 31.25 | % |
| 110% |
| 62.5 | % | 50 | % | 37.5 | % |
| 115% |
| 81.25 | % | 62.5 | % | 43.75 | % |
| 120% or above |
| 100 | % | 75 | % | 50 | % |
* Percentage bonuses will be prorated for in-between percentages. For example, if net income were 108% of target net income, then the bonus for the CEO would be 55% of base compensation [(43.75%) + (.6 x 18.75%)].
Vice Presidents
Vice Presidents (other than executive officers) will be eligible for bonuses based on the amount of net income and individual performance ratings. Performance ratings will be based on the Global Appraisal form and comments from the 360° Feedback System.
| If net income is |
| Bonus (as percent of base compensation) will be as |
| ||||
| percent of target |
| Fully Competent |
| Exceeds Standards |
| Outstanding |
|
| 100% |
| 12 | % | 15 | % | 18 | % |
| 110% |
| 24 | % | 30 | % | 36 | % |
| 120% or above |
| 36 | % | 45 | % | 54 | % |
* Percentage bonuses will be prorated for in-between percentages. For example, if net income were 115% of target net income, then the following percentage bonuses would be paid:
|
| Fully Competent |
| Exceeds Standards |
| Outstanding |
| |
| 115% |
| 30 | % | 37.5 | % | 45 | % |
Supervisors, Managers and Directors
Supervisors, managers and directors will be eligible for bonuses in the following ranges based on salary levels and individual performance ratings. Performance ratings will be based on the Global Appraisal form and comments from the 360° Feedback System.
|
| Salary Level |
| |||||
| Performance Rating |
| < $80,000 |
| $80,000 - |
| > $100,000 |
|
| Outstanding |
| 8% to 12% |
| 10% to 14% |
| 12% to 16% |
|
| Exceeds Standards |
| 6% to 10% |
| 8% to 12% |
| 10% to 14% |
|
| Fully Competent |
| 4% to 8% |
| 6% to 10% |
| 8% to 12% |
|
| Unsatisfactory |
| 0% |
| 0% |
| 0% |
|
The range for each salary level gives some discretion to management in establishing individual bonus amounts. For example, an employee who is outstanding in the achievement of objectives may have areas for improvement in communication or teamwork with other departments. This person might be placed at the lower end of the bonus range.
Discretionary CEO Bonus Pool
The company will also establish a separate $200,000 bonus pool (to be accrued $50,000 a quarter), and bonuses could be granted by the CEO on a discretionary basis to non-executive officers. No bonuses are required to be granted from this bonus pool.
Long-Term Incentive Proposal
Long-term incentives (i.e., equity incentives) will be awarded for FY 2008 based on position and salary levels. Vice Presidents and above will be eligible for grants of stock options and restricted stock; those below Vice President will be eligible for grants of stock options only.
Executive Officers
| Target value of LTI awarded: | CEO – 200% of base compensation | |||
|
| CSO, CFO, General Counsel – 120% of base compensation | |||
|
| ||||
| LTI target mix: | Stock Options | 65% of LTI target value | ||
|
| Restricted stock | 35% of LTI target value | ||
|
| ||||
| Vice Presidents | ||||
|
| ||||
| Target value of LTI awarded: | 60% of base compensation for salaries $200,000 + | |||
|
| 40% of base compensation for salaries < $200,000 | |||
|
| ||||
| LTI target mix: | Stock Options | 65% of LTI target value | ||
|
| Restricted stock | 35% of LTI target value | ||
| Supervisors (other than Europe), Managers and Directors | |||
|
| |||
| Target value of LTI awarded: | 25% of base compensation for salaries $130,000 + | ||
|
| 20% of base compensation for salaries $90,000 - 130,000 | ||
|
| 10% of base compensation for salaries < $75,000 | ||
|
| |||
| LTI target mix: | Options only | 100% of LTI target value | |
Each element of the LTI grant (i.e., stock options and restricted stock) is intended to represent the estimated economic value of that element at the date of grant. For purposes of determining the number of shares covered by each element, the following calculation should be used, which assumes (for illustration purposes only) that the economic value of stock options, using the Black-Scholes method, is 40% of the grant-date fair market value of the stock:
LTI Target Value x 65% = Stock Option Value
LTI Target Value x 35% = Restricted Stock Value
# Stock Option Shares = Stock Option Value / (Black Scholes ratio (40%) x grant-date fair market value of the stock)
# Restricted Shares = Restricted Stock Value/ grant-date fair market value of the stock
Vesting
Stock Options will vest over four (4) years, 25% per year on the anniversary of the date of grant.
Restricted Stock will vest over five (5) years, 20% per year on the anniversary of the date of grant.
