Quinton Cardiology Systems, Inc. 2003 Management Incentive Plan and Addenda

Summary

Quinton Cardiology Systems, Inc. established a 2003 Management Incentive Plan for senior management, directors, managers, and selected key contributors. The plan provides cash bonuses based on company earnings, with payouts tied to personal objectives and overall company performance. Bonus pools are funded as a percentage of company earnings and distributed according to salary and achievement of objectives, with caps for different participant groups. The plan and its addenda for senior executives and selected individuals allow for higher bonus percentages. All payouts are subject to audited results and may be changed at any time by the Compensation Committee.

EX-10.5 3 v96725exv10w5.txt EXHIBIT 10.5 EXHIBIT 10.5 Quinton Cardiology Systems, Inc. Management Incentive Plan - 2003 - - Eligibility - Sr. Management, Directors, Managers & Selected Key Contributors - - Funding - Bonus pool funded through accrual of 15% of consolidated EBITA (Earnings Before Interest, Taxes & Amortization) adjusted for nonrecurring items, at the discretion of the Compensation Committee - - Target Payout - Up to 10% of salary - - Stretch Target - Up to 15% of salary (10% target plus 5% additional), based on consolidated bonus pool availability - - Formula for Payout: - Managers - 40% of target (4% of salary) based on personal objectives set by supervisor - Directors - 20% of target (2% of salary) based on personal objectives set by supervisor - Remainder based on bonus pool, divided among participants in proportion to salary (deducting personal objective payouts first) - Total payouts limited to bonus accrual, so if "earned" bonus amounts based on individual objectives exceed total accrual amount, payouts are reduced ratably in proportion to shortfall - Pro-rated for partial year participation. - Subject to change at any time in the sole determination of the Compensation Committee of the Board of Directors. - Payout based on audited results, within 30 days of 2003 earnings release. Quinton Cardiology Systems, Inc. Management Incentive Plan - 2003 Addendum for Senior Executives - - Eligibility - Named individuals - see attached - - Funding - Bonus pool funded through accrual of 5% of consolidated EBITDA, above 15% for general MIP (this 5% is not separate from the 5% funding of the Select plan) - - Payout - Up to 50% of salary, including amounts paid out under the general MIP plan - - Formula for Payout: - Payout amounts determined by dividing bonus pool among participants in proportion to salary up to a cap of 50% of salary (including payouts from regular MIP plan first) - Pro-rated for partial year participation. - Subject to change at any time in the sole determination of the Compensation Committee of the Board of Directors. - Payout based on audited results, within 30 days of 2003 earnings release. Quinton Cardiology Systems, Inc. Management Incentive Plan - 2003 Addendum for Selected Individuals - - Eligibility - Selected key management individuals - see attached - - Funding - Bonus pool funded through accrual of 5% of consolidated EBITA, in addition to 15% funded in general MIP program - - Payout - Up to 25% of salary, including amounts paid out under the general MIP plan - - Formula for Payout: - Payout amounts determined by dividing pool among participants in proportion to salary up to a cap of 25% of salary (including payouts from regular MIP plan first) - Pro-rated for partial year participation. - Subject to change at any time in the sole determination of the Compensation Committee of the Board of Directors. - Payout based on audited results, within 30 days of 2003 earnings release. Quinton Cardiology Systems, Inc. Management Incentive Plan - 2003 Individuals Participating in "Select" MIP Program Frank Schmidt, VP Operations - Burdick Paul Kamps, VP Technical Services Mike Adams, Director, Management Information Systems Tim Way, Director Finance and Administration Individuals Participating in Senior Management MIP Program John Hinson, President Mike Matysik, CFO Dave Hadley, VP Engineering/R&D