Attached files
file | filename |
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10-K - FORM 10-K - Cardiac Science CORP | v55247e10vk.htm |
EX-31.1 - EX-31.1 - Cardiac Science CORP | v55247exv31w1.htm |
EX-21.1 - EX-21.1 - Cardiac Science CORP | v55247exv21w1.htm |
EX-23.1 - EX-23.1 - Cardiac Science CORP | v55247exv23w1.htm |
EX-32.1 - EX-32.1 - Cardiac Science CORP | v55247exv32w1.htm |
EX-32.2 - EX-32.2 - Cardiac Science CORP | v55247exv32w2.htm |
EX-10.4 - EX-10.4 - Cardiac Science CORP | v55247exv10w4.htm |
EX-31.2 - EX-31.2 - Cardiac Science CORP | v55247exv31w2.htm |
EX-10.20 - EX-10.20 - Cardiac Science CORP | v55247exv10w20.htm |
EX-10.13 - EX-10.13 - Cardiac Science CORP | v55247exv10w13.htm |
EX-10.22 - EX-10.22 - Cardiac Science CORP | v55247exv10w22.htm |
EX-10.5 - EX-10.5 - Cardiac Science CORP | v55247exv10w5.htm |
Exhibit 10.17
CARDIAC SCIENCE
EXECUTIVE INCENTIVE PLAN
2010
EXECUTIVE INCENTIVE PLAN
2010
SECTION 1 INTRODUCTION
Plan Objectives
The goal of Cardiac Sciences Executive Incentive Plan (the Plan) is to enhance and reinforce the
goals of Cardiac Science Corporation (the Company) by providing Participants with additional
financial incentives and rewards upon the attainment of such goals. Final approval of the payment
of any awards made under the Plan is subject to the sole discretion of the Compensation Committee.
This Plan is intended to be a bonus program as defined under U.S. Department of Labor Regulation
Section 2510.3-2(c) and shall be construed and administered in accordance with such intention.
Effective Date
The Plan is effective for the year beginning January 1, 2010 and ending December 31, 2010
coinciding with the Companys annual fiscal year and will be referred to as the Year or Plan
Year.
SECTION 2 DEFINITIONS
Unless defined elsewhere in the Plan, definitions of terms as used throughout this Plan document
are as follows:
| Executive means an employee who holds a VP level position or higher. |
| Participant(s) means an Executive, as the case may be, designated and approved by the Compensation Committee and/or the Chief Executive Officer to participate in the Plan. |
SECTION 3 PLAN ADMINISTRATION
Administration
The Plan shall be administered by the Chief Executive Officer under the oversight of and subject to
the discretion of the Compensation Committee.
Participation
Participation in the Plan shall be limited to Executives of the Company selected by the Chief
Executive Officer and/or the Compensation Committee. To be or remain eligible to participate in
the Plan, an employees performance in the Plan Year must be at or above the Companys performance
expectations for that employee. In selecting Participants, the Chief Executive Officer and/or the
Compensation Committee shall consider an employees position and potential impact on the Companys
business results and performance. Any bonus for a Participant who joins the Plan after the start
of the Plan Year will be based on the Participants base salary gross earnings beginning when the
Participant becomes eligible during the Plan Year.
Bonus Awards
Participants bonuses are calculated as described in Section 4. Receipt of this bonus is determined
based on a Participants target incentive percentage of base salary gross earnings, his/her
performance, and the Companys achievement of its Revenue and Operating Cash Flow Targets, as
approved by the Board of Directors.
Executive Incentive Plan 2010
CONFIDENTIAL & PROPRIETARY
Page 1 of 4
Payment of Incentives
Normal Payment. Annual incentive bonuses do not vest until the day a bonus is paid to a
Participant for a given Plan Year. To receive a bonus under the Plan, a Participant receiving the
bonus must be employed on the day the bonus is paid. Incentive bonus shall be made in the first
pay period after the Company has filed its Annual Report on Form 10-K with the SEC; provided that
such payment will not be made later than the 15th day of the third calendar month of the calendar
year following the end of the applicable Plan Year. Except as provided below, no bonus shall be
earned by or paid to a Participant whose employment is terminated for any reason prior to the bonus
payment date, whether during the Plan Year or during the following calendar year prior to the bonus
payment date.
Approved Leaves of Absence. If a Participant is on an approved Leave of Absence (subject
to Cardiac Sciences Leave of Absence policy) (a) on the date a Plan award payment is made that
relates to the immediately previous Plan Year and such Participant was employed during the entire
immediately previous Plan Year, such Participant shall be deemed to be employed on the date of the
Plan payment and shall receive his or her full incentive award as calculated in accordance with
Section 4; or (b) during the Plan Year, such Participant shall receive a proportionate share of
what otherwise would be the Participants incentive award based on his or her eligible base salary
earnings (excluding any company paid short-term disability) during the portion of the Plan Year
that he or she was employed and not on a Leave of Absence, if he or she remains on an approved
Leave of Absence on the payment date, he or she will be deemed to be employed on the payment date.
Death or Disability. If a Participant has died or become disabled and is no longer
employed (a) on the date a Plan payment is made that relates to the immediately previous Plan Year
and such Participant was actively employed during the entire immediately previous Plan Year, such
Participant shall be deemed to be employed on the date of the Plan payment and shall receive his or
her full incentive award as calculated in accordance with Section 4; or (b) during the Plan Year,
such Participant shall receive a proportionate share of what otherwise would be the Participants
incentive award based on his or her eligible base salary earnings (excluding any company paid
short-term disability) during the portion of the Plan Year that he or she was employed.
Participant Transfers. If a Participant is transferred to another position within the
Company during the Plan Year, and, as a result of such transfer, is no longer eligible to
participate in the Plan as of the date of his or her transfer, he or she shall receive a
proportionate share of what otherwise would be the Participants incentive award based on his or
her eligible base salary earnings during the portion of the Plan Year that he or she was eligible
to participate in the Plan.
Plan Changes
The Company reserves the right to amend, revoke, or terminate this Plan or any portion of it, at
any time, for any reason whatsoever, with or without cause or advance notice. Payments may not be
made under this Plan at any time if, in the sole discretion of the Chief Executive Officer or
Compensation Committee, the overall performance of the Company does not warrant the payment of
incentive awards.
Other Conditions
Right of Assignment. No Participant may sell, assign, transfer, discount, or pledge as
collateral for a loan or otherwise anticipate his or her right to any distribution under the Plan.
In the event of a Participants death, payment shall be made to the Participants designated
beneficiary, or in the absence of such designation, to the Participants estate.
Right of Employment. Nothing in this Agreement alters the at will nature of every
Participants employment. A Participant or the Company may terminate a Participants employment
relationship with the Company for any reason or for no reason, with or without cause or advance
notice.
Executive Incentive Plan 2010
CONFIDENTIAL & PROPRIETARY
Page 2 of 4
Withholding for Taxes. The Company shall have the right, and the Participant consents, to
deduct from all payments under this Plan any federal or state taxes or other payroll withholdings
required by law to be withheld with respect to such payments.
Section 409A. The Company makes no representations or warranties to Participants with
respect to any tax, economic or legal consequences of this Plan or any payments or other benefits
provided hereunder, including without limitation under Section 409A of the Internal Revenue Code of
1986, as amended, the regulations issued thereunder and any applicable guidance (together Code
Section 409A) and no provision of the Plan shall be interpreted or construed to transfer any
liability for failure to comply with Code Section 409A from a Participant or any other individual
to the Company or any of its affiliates. Each Participant by accepting payment under the Plan
shall be deemed to have waived any claim against the Company and its affiliates with respect to any
such tax, economic or legal consequences. However, the parties intend that this Plan and the
payments and other benefits provided hereunder be exempt from the requirements of Code Section 409A
to the maximum extent possible, whether pursuant to the short-term deferral exception described in
Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described
in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A
is applicable to this Plan (and such payments and benefits), the parties intend that this Plan (and
such payments and benefits) comply with the deferral, payout and other limitations and restrictions
imposed under Code Section 409A. In addition, if a Participant is a specified employee, within
the meaning of Code Section 409A, then to the extent necessary to avoid subjecting the Participant
to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be
payable under this Plan during the six month period immediately following a Participants
separation from service, as defined under Code Section 409A, shall not be paid to the Participant
during such period, but shall be accumulated and paid to the Participant in a lump sum on the first
business day after the earlier of the date that is six months following his or her separation from
service or his or her death. Notwithstanding any other provision of this Plan to the contrary,
this Plan shall be interpreted, operated and administered in a manner consistent with such
intentions. In accordance with the foregoing, the Plan shall be deemed to be amended, and any
deferrals and distributions hereunder shall be deemed to be modified, to the extent permitted by
and necessary to comply with Code Section 409A and to avoid or mitigate the imposition of
additional taxes under Code Section 409A.
Gender. Any masculine terminology used herein shall also include the feminine, and the
definition of any terms herein in the singular shall also include the plural.
SECTION 4 OPERATING RULES
Plan Design
The Compensation Committee, may, at any time in its sole discretion, based on relevant facts and
circumstances, adjust incentive percentages or actual payout levels to be above or below the
established targets.
Bonus. For 2010, bonuses are based on the attainment of Revenue and Operating Cash Flow
Targets. Accordingly, the Company must achieve the targeted thresholds before any awards will begin
to accrue.
Revenue | Operating Cash Flow | Personal Objectives | ||||||||||
0% threshold |
Budget - 6% | Budget 100% | N/A | |||||||||
Target |
Budget | Budget | Individual | |||||||||
2X threshold |
Budget + 6% | Budget + 100% | N/A |
No revenue/cash flow bonuses shall be paid where targets result in a 0% or below threshold.
Bonus amounts shall also be pro-rated between threshold levels (i.e. between 0% and target or
between target and 2X). Bonus amounts for personal objectives are not subject to thresholds.
Executive Incentive Plan 2010
CONFIDENTIAL & PROPRIETARY
Page 3 of 4
Target Incentives A Participants target incentive is a percentage of annual base salary
gross earnings based on his or her position with the Company in accordance with the chart below.
CEO | CFO/SVP | VP | Sales VP | |||
100%
|
50% | 30% | 10% |
The target incentive is achieved based on weighted performance criteria which consists of a
combination of the Participants and the Companys performance in the applicable Plan Year as
provided in the following chart:
Criteria | CEO | CFO/SVP | VP | Sales VP | ||||
Participant | 15% | 15% | 25% | 0% | ||||
Company | 85% | 85% | 75% | 100% |
Individual Performance Objectives = a weighted percentage of total incentive target.
Individual performance objectives that support the Companys objectives are determined by a
Participants immediate supervisor and should be reviewed and updated semi-annually by the
Participants immediate supervisor, or in the case of the CEO, by the Board or Compensation
Committee. Objectives are subject at all times to the discretion of the immediate
supervisor and/or Board of Directors. This portion of the incentive award is paid annually
in accordance with Section 3.
Company Objectives = a weighted percentage of total incentive target.
Company objectives are based on the achievement of targeted Budgeted Revenue and Free Cash
Flow, and on meeting the corporate objectives agreed upon at the beginning of the Plan Year.
This portion of the incentive award is also paid annually in accordance with Section 3.
The Compensation Committee, may, at any time in its sole discretion, based on relevant facts and
circumstances, adjust incentive percentages or actual payout levels to be above or below the
established targets.
The Plan is adopted by the Company and is effective January 1, 2010.
CARDIAC SCIENCE CORPORATION
By:
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Its: |
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Date: |
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Executive Incentive Plan 2010
CONFIDENTIAL & PROPRIETARY
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