CASH-BASED INCENTIVE COMPENSATION PLAN
FISCAL YEAR 2021
CHIEF EXECUTIVE OFFICER
The Plan consists of three components, with a weighting factor assigned to each: Consolidated Net Revenues (30% weighting), Consolidated Operating Income (30% weighting), and Individual Performance (40% weighting). The Plan is designed to payout 90% of base salary at target, which is revenue of $300 million and adjusted operating income of $73 million. The Plan also includes business accelerators that are aimed at rewarding performance for revenue achievement and growth above our financial guidance and internal operating plan. Such business accelerators are effective at revenues ranging from $325 million to $370 million. The Compensation Committee shall be responsible for determining if the targets have been met and may not increase compensation payable under this Plan in excess of the amounts provided herein. Subsequent to the Compensation Committees determination that targets have been met, each Participant shall receive a cash lump sum payment of the bonus, less required payroll withholdings. In no event shall payment be made later than two and one-half (2 1⁄2) months following the Companys fiscal year end; provided¸ however, the Participant may make the deferral election described in Section VI.
See Appendices I and II for payout percentages at various levels of revenues, adjusted (non-GAAP) operating income and individual performance as well as business accelerators for achievement of revenues starting at $325 million.
Non-GAAP items shall consist of items disclosed in the Companys Non-GAAP Financial Measures disclosures in the fiscal 2021 Form 10-K. Upon the proposal of the Compensation Committee, the Board may in its discretion consider non-GAAP items, which may include restructuring and extraordinary charges, in the calculation of Operating Income.
In the event of an acquisition during the Plan year, to the extent not already captured in the non-GAAP disclosures noted above, the Board, upon the proposal of the Compensation Committee, may in its discretion consider restructuring, purchase accounting and extraordinary charges associated with such acquisitions as disclosed in the Companys Form 10-K to be considered in the calculation of Operating Income.
Additionally, the Compensation Committee will determine the treatment of revenue and/or operating income or operating losses from acquired companies in the calculation (acquired during the fiscal year). For example, the Compensation Committee may exclude the revenue and/or operating income or loss of the acquired company from the calculation or the Compensation Committee may approve new revenue and operating income targets developed by management reflecting the impact of the acquisition.
The Compensation Committee shall evaluate certain events, in its discretion, for determination of treatment in the bonus calculation. Examples include the impact of tax legislation and the impact of implementing new accounting standards.
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DEFERRAL OF BONUS PAYMENT
Executives may elect to defer payment of bonus to no later than January 15, 2022. Such election must be made in writing prior to March 31, 2021.