Omnicell, Inc. Executive Bonus Plan

OBJECTIVES: The objectives of this Omnicell, Inc. Executive Bonus Plan (“Executive Bonus Plan”), effective for performance periods commencing on or after January 1, 2024, are to:

 

1) Drive earnings predictability and revenue growth;

 

2) Drive execution of operating plan and strategic objectives; and

 

3) Motivate and inspire Executives (as defined below) to contribute at peak performance levels.

 

ELIGIBILITY: Executive Officers (as that term is defined in Rule 3b-7 of the Securities Exchange Act of 1934, as amended) (“Executives”) who are employed full-time by Omnicell, Inc. (“Omnicell”) during the applicable performance period are eligible to participate in the Executive Bonus Plan; provided, however, that if an Executive is hired after the fifteenth day of the second month of the relevant quarter, or is no longer employed by Omnicell as of the last day of the relevant quarter or fiscal year, the Executive will not be eligible to participate in the Executive Bonus Plan for such quarter or fiscal year, as applicable.

 

BONUS FUNDING: The Executive Bonus Plan will fund based on the extent to which the Company achieves Corporate Financial Target(s) approved by the Compensation Committee of the Board of Directors (the “Committee”) for the applicable performance period. The Corporate Financial Targets may have a threshold, target and maximum funding range set at the beginning of the applicable performance period that, upon attainment, will determine the percentage of funding for such performance period. Performance periods and the terms for such performance period may be set on an annual or quarterly basis or such other basis as determined by the Committee.

 

STRATEGIC GOALS: The Committee, at its discretion, may set strategic incentive goals, applied to each Executive or any subset thereof, and that may be utilized as a bonus influencer mechanism, reducing or increasing an Executive’s actual cash bonus.

 

INCENTIVE TARGET: An Executive’s Incentive Target will be established by the Committee and expressed as either a fixed dollar amount or a percentage of the Executive’s base salary. 

 

PAYMENT SCHEDULE AND FORM: An Executive’s bonus under the Executive Bonus Plan will typically be paid on a quarterly basis after the Committee has determined the achievement level of the Corporate Financial Target(s) for the applicable performance period.  The Committee may determine, at its discretion, whether the bonus for a particular performance period is paid in cash, equity or any combination thereof. Unless subject to a deferral election under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any bonus payable under the Executive Bonus Plan shall be paid as soon as practicable following the conclusion of the applicable performance period, but in any event no later than two and a half months following the conclusion of the fiscal year in which the bonus was earned, and each payment under the Executive Bonus Plan will be treated as a separate payment for purposes of Section 409A of the Code.

 

 

BONUS FUNDING: The Corporate Financial Target(s) are one or more targets set at the discretion of the Committee on either a quarterly or annual basis that are intended to drive the Company towards desired outcomes regarding overall corporate performance and may include metrics, including but not limited to: profitability; sales success; expense controls; operating income/expense/margins; or such other targets as identified by the Committee. The Corporate Financial Target(s) set by the Committee may include a threshold, target and maximum funding range. Actual results will be compared to the Corporate Financial Target(s) to determine the percentage of funding achieved. The funding ranges may include a threshold, target and maximum payout level that will typically range from 0% and 200% of the Executive’s Incentive Target for the applicable performance period.

 

Strategic Goals(s): The Strategic Goals(s) are one or more goals set at the discretion and determination of the Committee for an applicable performance period that the Committee may utilize to enhance or drive desired performance to a particular strategic objective.

 

Incentive Payout: The Incentive Payout is based on Bonus Funding and achievement of goals tied to the corporate operating plan and Strategic Goals.  This payout is achieved by meeting the quarterly and/or annual individual objectives as approved by the Committee.