Chairman of the Board Bonus Terms for FY09 Under the Section 162(m) Executive OfficerPerformanceBased Bonus Plan
Exhibit 10.18
Chairman of the Board Bonus Terms for FY09 Under the Section 162(m)
Executive Officer PerformanceBased Bonus Plan
Plan Objective
The Chairman of the Board Bonus Terms for fiscal year 2009 under the Sun Microsystems, Inc. (Sun or the Company) Section 162(m) Executive Officer Performance-Based Bonus Plan (the Plan) are designed to compensate the Chairman of the Board (the Chairman) for contributions to Sun during the Companys fiscal year 2009. The Plan provides for annual cash bonus compensation based on achievement of objectively determinable performance goals against the Plan measures. The Plan is intended to qualify as performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code (the Code).
Plan Year/Performance Period
The Plan year is the Companys fiscal year 2009. The performance period is the Companys fiscal year 2009.
Eligibility
These terms apply to the person serving as Suns Chairman as of July 1, 2008. In order to receive a bonus payment with respect to the plan year, the participant must be serving as Suns Chairman as of the last business day of the fiscal year, except as provided below.
If the Chairman retires, terminates employment due to disability, or dies during the performance period, the Chairman may receive a prorated bonus (subject to the sole discretion of the Leadership Development and Compensation Committee (the LDCC)) for the achievement of the performance goals for the portion of the performance period that the Chairman provided services to Sun. If the Chairman leaves Sun prior to the end of a fiscal year for any other reason, including but not limited to a reduction in force, voluntary resignation, or termination by Sun the Chairman will be ineligible for a bonus payment with respect to the performance period.
Annual Bonus Target Percentage
The annual bonus target percentage under the Plan is 150% of the Chairmans Annual Base Salary (as defined below) for fiscal year 2009, as set forth below (the Annual Bonus Target Percentage).
Fiscal Year | Annual Bonus Target Percentage | |
FY09 | 150% |
Company Performance Measures
The Plan is based on the Companys performance against the following measures (the Company Performance Measures):
1. | Fiscal Year 2009 Annual Revenue (weighted 50%); and |
2. | Fiscal Year 2009 Annual Operating Income (weighted 50%). |
Additional funding shall be allocated to the annual bonus payment if the Annual Strategic Goals are met.
Sun Confidential: Internal Use Only | Page 1 of 3 | July 2008 |
Chairman of the Board Bonus Terms for FY09 Under the Section 162(m)
Executive Officer PerformanceBased Bonus Plan
Company Performance Measure Definitions
Revenue: For purposes of calculating the bonus payment under the fiscal year 2009 Plan, Revenue is defined as net revenue as reported in the Companys consolidated operations analysis, adjusted to exclude certain items set forth in a schedule approved by the LDCC, as applicable.
Operating Income: For purposes of calculating the bonus payment under the fiscal year 2009 Plan, Operating Income is defined as operating income, calculated on a GAAP basis, adjusted to exclude certain items set forth in a schedule approved by the LDCC, as applicable.
Annual Strategic Goals for FY09: The annual strategic goals for FY09 are set forth in a schedule approved by the LDCC.
Bonus Plan Funding Percentage
The Company uses a schedule, which provides percentages based upon the Companys actual performance against the Companys goals with respect to the Company Performance Measures for fiscal year 2009 (the Bonus Plan Funding Percentage). The Bonus Plan Funding Percentage is determined for fiscal year 2009 as follows:
1. | Fiscal Year 2009: By funding based on actual performance against goals with respect to annual Revenue and annual Operating Income, each weighted equally; |
2. | Evaluating and funding each performance measure independently; |
3. | Additionally, there may be an additional bonus funding based on the achievement of the Annual Strategic Goals; and |
4. | The total bonus funding under the Plan is capped at 200% of the Annual Bonus Target Percentage plus the funding for the Annual Strategic Goals. |
Note: The Chairmans Annual Bonus Plan Funding Percentage may not exceed the quarterly weighted average Bonus Plan Funding Percentage of the FY09 Quarterly SMI Bonus Plan for both Operating Income and Revenue.
Annual Base Salary
Annual Base Salary with respect to fiscal year 2009 (Annual Base Salary) will be the gross annual base salary as approved by the LDCC during the first fiscal quarter of the fiscal year relating to the Plan.
Annual Base Salary exclude expense reimbursements, car/transportation allowances, expatriate allowances, or other commissions and bonuses paid during fiscal year 2009.
Actual Bonus Calculation
FY09
The Chairmans annual bonus payment for fiscal year 2009 will be calculated as follows:
Annual Bonus Target Percentage | ||
× | Bonus Plan Funding Percentage (Company Performance Measures plus Annual Strategic Goals, if applicable) | |
× | Annual Base Salary | |
= | Actual Annual Bonus Payment |
Sun Confidential: Internal Use Only | Page 2 of 3 | July 2008 |
Chairman of the Board Bonus Terms for FY09 Under the Section 162(m)
Executive Officer PerformanceBased Bonus Plan
Example: In fiscal year 2009, if the Company achieves 100% of its annual Revenue goal, 100% of its annual Operating Income goal and 100% of the Annual Strategic Goals, actual annual bonus payment will be calculated as follows:
For purposes of this calculation, assume the 100% achievement of the Annual Strategic Goals leads to a 5% increase in the Bonus Plan Funding Percentage. As a result the Bonus Plan Funding Percentage is assumed to be 105%.
Annual Bonus Target Percentage | 150 | % | ||||
Bonus Plan Funding Percentage | X | 105 | % | |||
Eligible Wages | X | $ | 1,000,000 | |||
Actual Annual Bonus Payment for FY09 | = | $ | 1,575,000 |
Bonus Payment
The plan is measured and paid on an annual basis. In the U.S., bonus awards are taxable income, and will generally be paid within two and one-half (2.5) months after the close of the fiscal year, and, in any case, within the qualifying Short-term Deferral Period pursuant to Code Section 409A. Bonuses are paid in accordance with local payroll schedules in countries outside the U.S and are subject to local and regional tax provisions.
Communication of Results
With respect to the performance period during fiscal year 2009, results will be communicated as soon as administratively feasible after the Companys fiscal year financial results are publicly announced.
Administration of the Plan
The LDCC administers the Plan. Members of the LDCC must qualify as outside directors under Section 162(m) of the Code. The LDCC determines the performance goals that must be achieved before the actual bonus awards are paid. After the end of the performance period, the LDCC certifies in writing the extent to which the pre-established performance goals actually were achieved.
General Provisions and Plan Governance
This Plan is in all respects subject to the terms, definitions and provisions of Suns Section 162(m) Executive Officer Performance-Based Bonus Plan, which is incorporated herein by reference.
Sun Confidential: Internal Use Only | Page 3 of 3 | July 2008 |