EX-10.2 EXECUTIVE INCENTIVE COMPENSATION PLAN AND AGREEMENT

EX-10.2 3 g93075exv10w2.txt EX-10.2 EXECUTIVE INCENTIVE COMPENSATION PLAN AND AGREEMENT EXHIBIT 10.2 [INDUS INTERNATIONAL, INC. LOGO] INDUS INTERNATIONAL EXECUTIVE INCENTIVE COMPENSATION PLAN AND FORM OF PLAN AGREEMENT CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER INCENTIVE PERIOD: APRIL 1, 2004 - MARCH 31, 2005 MC Incentive Compensation Plan FY '05 PAGE 1 2/4/2005 [INDUS INTERNATIONAL, INC. LOGO] 1. PLAN PURPOSE The Executive Incentive Compensation Plan (the "Plan") has been established to provide performance incentives for the Chief Executive Officer and Chief Financial Officer (each, an "Executive") of Indus International, Inc. (the "Company" or "Indus"). Your participation in the Plan reflects the importance of your position and the impact your performance can have on the success of Indus. The purpose of the Plan is to provide motivation to the Executives to achieve the financial targets set forth below. The Plan is also an important part of your total compensation package. 2. DEFINITION OF TERMS AWARD - The payment that goes to Executive in the form of cash or Restricted Stock. The Award is calculated as a percentage of the Executive's base salary as of March 31, 2005. COMPONENTS - The four (4) financial measurements identified below. COMPONENT AWARD OPPORTUNITY - 25% of the Maximum Award Opportunity. EXECUTIVE - The Chief Executive Officer or Chief Financial Officer who executes this Plan document. MAXIMUM AWARD OPPORTUNITY - 100% of Executive's base salary as of March 31, 2005. PLAN YEAR - April 1, 2004 - March 31, 2005. The Plan Year is also referred to as fiscal 2005 or FY'05. RESTRICTED STOCK - The portion of an Award, if any, payable in restricted stock to be issued under the Company's 2004 Long-Term Incentive Plan. Any Restricted Stock issued as part of an Award will have a three year vesting period vesting one-third per year on each of the first three anniversary dates. TARGETS - The financial targets for each of the four (4) Component categories identified below. MC Incentive Compensation Plan FY '05 PAGE 2 2/4/2005 [INDUS INTERNATIONAL, INC. LOGO] 3. AWARD COMPONENTS AND TARGETS: COMPONENTS AND WEIGHTING - Your Award will be based on four Components, weighted as follows:

(1)Adjusted Operating Income means the Company's Operating Income, less any Board approved restructuring expenses, and prior to any management bonuses. FY'05 TARGETS BY COMPONENT:

- ---------- * This material has been omitted pursuant to a request for confidential treatment filed with the SEC, and this material has been filed separately with the SEC. MC Incentive Compensation Plan FY '05 PAGE 3 2/4/2005 [INDUS INTERNATIONAL, INC. LOGO] 4. PAYMENT OF AWARD - Executive will be eligible to receive an Award if Indus achieves any one or more of the Targets set forth above. - Determination as to whether a Target has been met will be based on the Company's audited financial statements for FY '05. - Amount of any Award payout is calculated as a percentage of Executive's base salary at the end of the fiscal year, subject to the weighting schedule for the Components and Targets set forth above. The formula for determining payment for any Target that is met shall be the product of the Maximum Award Opportunity multiplied by the applicable % of the Component Award Opportunity, multiplied by 25%. - The Chief Financial Officer's Award will be prorated to reflect ten (10) months of service during fiscal 2005 in accordance with his employment agreement. - The first 50% of Executive's Maximum Award Opportunity shall be payable in cash, and the second 50% of Executive's Maximum Award Opportunity shall be payable in Restricted Stock. - Award will be paid, if at all, following the conclusion of FY'05 and completion of the Company's FY'05 audit. => Payout anticipated on/or about May 31, 2005. - Executive must be an employee of Indus when Awards are paid to be eligible to receive the Award. - In the event of any acquisition, divestiture or recapitalization involving the Company the Compensation Committee of the Board of Directors shall have the authority and discretion to adjust the FY'05 Target in a manner that is equitable to the Company and the Executive. 5. GENERAL AND ADMINISTRATIVE A. No Award will be paid unless the Executive has executed a copy of this Plan document acknowledging and accepting the terms set forth herein. B. Nothing in this Plan document shall be construed to create or imply the existence of a contract of employment between the Executive and the Company. The terms and conditions of Executive's employment agreement shall continue to govern the terms of his employment. Executive remains an "at-will" employee and the Company can terminate his employment at any time with or without cause. Participation in this Plan does not constitute a promise of continued employment. C. The Company, acting through the Compensation Committee of the Board of Directors, shall have the authority to terminate, suspend, or amend this Plan at any time with written notice to the Executive. Oral changes shall not be valid. MC Incentive Compensation Plan FY '05 PAGE 4 2/4/2005 [INDUS INTERNATIONAL, INC. LOGO] D. The Plan is established under the authority of the Compensation Committee of the Board of Directors. If the Executive's employment is terminated for any reason, this Plan shall terminate as to that Executive. MC Incentive Compensation Plan FY '05 PAGE 5 2/4/2005 [INDUS INTERNATIONAL, INC. LOGO] E. This Plan is for the fiscal year ending March 31, 2005 only. Participation during fiscal year 2005 does not mean that participation is assured for subsequent fiscal years. F. The Compensation Committee of the Board of Directors shall have the discretion and authority to interpret this Plan. The Compensation Committee's interpretation of the Plan, any Awards granted under the Plan, and all decisions and determinations by the Compensation Committee with respect to the Plan are final, binding and conclusive on all parties. AGREEMENT Your signature indicates your acknowledgment and acceptance of this Compensation Plan. Executive Indus International, Inc. Name______________________ By /s/ Allen R. Freedman Allen R. Freedman, Chairman of the Compensation Committee of the Board of Signature_________________ Directors Date______________________ Date___________________ MC Incentive Compensation Plan FY '05 PAGE 6 2/4/2005