Attached files
file | filename |
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S-1/A - FORM S-1/A - Mirion Technologies, Inc. | x51382a5sv1za.htm |
EX-3.2 - EX-3.2 - Mirion Technologies, Inc. | x51382a5exv3w2.htm |
EX-23.1 - EX-23.1 - Mirion Technologies, Inc. | x51382a5exv23w1.htm |
EX-10.14 - EX-10.14 - Mirion Technologies, Inc. | x51382a5exv10w14.htm |
EX-10.6.2 - EX-10.6.2 - Mirion Technologies, Inc. | x51382a5exv10w6w2.htm |
EX-10.6.1 - EX-10.6.1 - Mirion Technologies, Inc. | x51382a5exv10w6w1.htm |
EX-3.1 - EX-3.1 - Mirion Technologies, Inc. | x51382a5exv3w1.htm |
Exhibit 10.20
Mirion Technologies
Summary of Executive Bonus Program
Summary of Executive Bonus Program
A. Introduction
The Executive Bonus Program (the Program) of Mirion Technologies (the Mirion) is described in
this Program description as well as an accompanying Bonus Statement. The Bonus Statement is
specific to each individual participant of the Program and sets forth the key parameters of how the
Program applies to that individual. For purposes of the Program, some terms are defined herein or
in the Bonus Statement.
Each year, the Program shall cover the time period representing Mirions fiscal year (the Plan
Year) or such other period as shall be specified by the Board of Directors of Mirion Technologies,
Inc. (the Board) (provided that the Board may delegate authority under this Program to its
Compensation Committee or another committee of the Board, in which case all references herein to
the Board shall include such committee).
Mirion currently operates in multiple countries across three continents. So as to have a unified
Program that applies similarly to all participants regardless of their geographical location, this
Program makes references to local laws in several places. It is the express intent that the
Program be in compliance with local laws and, where there is a conflict, local law shall prevail
with regard to the specific conflict and the remainder of this Program shall continue to be
implemented in accordance with the intentions set forth herein.
B. Purpose
The purpose of the Program is to provide an incentive to participating executives for superior
operating and financial performance in order to enhance the financial alignment between management
and the shareholders.
C. Preliminary Contingencies
| All bonuses paid pursuant to the Program are contingent upon approval by Mirions Board of Directors. | |
| Any such bonuses will be paid only after the completion of the audit of Companys financial statements for the Plan Year (estimated to be 30-45 days following the close of the prior fiscal year) and the requisite approval of the bonuses by the Board (estimated to be no later than 60 days following the close of the prior fiscal year). Subject to local laws, bonuses for a Plan Year ending June 30 would be paid no later than September 15 in jurisdictions where local laws impose penalties for payment beyond this date, and otherwise no later than September 30. | |
| To be eligible to receive a bonus under the Program, an employee must be an Eligible Employee (as defined below), be a current employee of a Mirion Technologies company both as of the conclusion of the Plan Year and as of the date at which the bonus is actually paid, subject to any requirements under local law or employment contract. |
D. Eligibility
The CEO, in his sole and absolute discretion, shall designate an employee as eligible to
participate in the Program, subject to confirmation by the Board. Where required by local law,
employees who are designated to participate shall only be eligible if they accept participation in
the Program, including amending any written employment contract as may be required. An employee
designated for the Program who has accepted participation in the Program shall be referred to as an
Eligible Employee.
The Eligible Employees Annual Base Salary is defined for purposes of the Program as twelve times
the gross monthly base pay paid to the Eligible Employee during the Plan Year; provided that where
an Eligible Employees
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gross monthly base pay changes over the course of the Plan Year, then the Annual Base Salary shall
be the cumulative gross monthly base pay actually paid to the Eligible Employee for the Plan Year.
Notwithstanding anything to the contrary, Annual Base Salary shall not include any bonus
(contractual or otherwise), commissions, reimbursements, or any other type of incentive pay that
are paid to the Eligible Employee. If an employee becomes an Eligible Employee during the course
of the Plan Year, unless specifically provided otherwise in writing, the Annual Base Salary shall
be reduced to be a prorated amount based on the length of participation during that Plan Year
(e.g., if an Eligible Employee participates for one-half of the Plan Year, then that Eligible
Employees Annual Base Salary for purposes of this Program shall be deemed to be one-half the
annualized amount). If an Eligible Employee is absent from work during the Plan Year due to a paid
leave of absence, such as medical disability, the bonus payout shall not be reduced by the Eligible
Employees time away from work for that reason.
E. Administration and Plan Interpretation
For each Plan Year, each Eligible Employee will receive a written document (their Bonus
Statement) that identifies the following with respect to the Eligible Employee for that Plan Year:
| Business Unit, | ||
| Target Bonus Percentage, | ||
| Eligible Bonus Percentage, | ||
| Personal Business Objectives, and/or Financial Business Objectives. |
The Bonus Statement, along with this Program, constitute the entire Executive Bonus Program for the
Eligible Employee. Each Eligible Employee (but not including the CEO) must sign the Bonus
Statement for it to be effective. All bonus payments will be subject to all applicable withholding
or social taxes, as applicable for the relevant country in which the employee works.
The CEO is responsible for: proposing the Personal Business Objectives set forth in the Bonus
Statement, subject to confirmation by the Board; and, for reviewing and determining (subject to
confirmation by the Board) whether an Eligible Employee has achieved the designated objectives for
purposes of earning a bonus under the Program; provided however that the Board reserves the
discretion to reduce pay-out for any individual executive if the CEO or the Board has flagged his
or her performance as materially deficient.
This Program may be amended, modified, or discontinued upon reasonable notice, subject to
requirements of local law. No modifications to the terms of this Program for an Eligible Employee
will be effective unless specifically stated in writing that the terms of the Program are being
modified and such statement is signed by both the CEO and the Eligible Employee, subject to any
requirements of local law. In jurisdictions where the Eligible Employees employment is at-will,
participation in the Program does not alter or change the Eligible Employees status as an at-will
employee and in no way confers any right to future employment with any particular company within
the Mirion Technologies group.
F. Incentive Opportunity
Actual bonus compensation will be based on the following, as set forth herein and in the Bonus
Statement:
| the financial performance of the Eligible Employees Business Unit for the calculation of the Eligible Bonus Percentage using metrics determined by the Board (e.g., Adjusted EBITDA, Net Income, Earnings Per Share); | ||
| the Eligible Employees achievement of specified Personal Business Objectives, and/or the Eligible Employees commitment to future growth, as specified in the Financial Business Objectives. |
The Target Bonus Percentage will be determined by the Board.
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(1) Calculation of Eligible Bonus Percentage
The size of the Eligible Employees Eligible Bonus Percentage will be determined by the Eligible
Employees Business Unit financial performance using metrics determined for each Plan Year by
the Board (e.g., Adjusted EBITDA), and such metrics may include modifiers to Eligible Bonus
Percentage (e.g., a Working Capital Modifier).
(2) Calculation of Potential Bonus Pool and Determination of Actual Bonus
Compensation
The resulting Eligible Employees Eligible Bonus Percentage is then multiplied by the Eligible
Employees Annual Base Salary (as defined above) to arrive at the Potential Bonus Pool.
From the Potential Bonus Pool, the Eligible Employees actual bonus compensation will be
determined as follows:
a. | One half (50%) of the Eligible Employees Potential Bonus Pool will be paid without additional contingencies. | ||
b. | Where an Eligible Employee has both Personal Business Objectives and Financial Business Objectives, then: | ||
One quarter (25%) of the Eligible Employees Potential Bonus Pool will be paid subject to the Eligible Employees attainment of the Personal Business Objectives. Each Personal Business Objective will be assigned a weighting that corresponds to the share of this component of the pool that is contingent upon its achievement; provided, however, that where no weighting is assigned, each Personal Business Objective shall have equal weighting. | |||
One quarter (25%) of the Eligible Employees Potential Bonus Pool will be paid subject to attainment of the Financial Business Objectives reflected for the next fiscal year after the Plan Year. Each Financial Business Objective will be assigned a weighting that corresponds to the share of this component of the pool that is contingent upon its achievement; provided, however, that where no weighting is assigned, each Financial Business Objective shall have equal weighting. | |||
c. | Where an Eligible Employee has only Personal Business Objectives, then: | ||
One half (50%) of the Eligible Employees Potential Bonus Pool will be paid subject to the Eligible Employees attainment of the Personal Business Objectives. Each Personal Business Objective will be assigned a weighting that corresponds to the share of this component of the pool that is contingent upon its achievement; provided, however, that where no weighting is assigned, each Personal Business Objective shall have equal weighting. |
G. Additional Terms for Currency Fluctuations
To the extent Personal Business Objectives, Financial Business Objectives, or other bonus
parameters set forth in the Bonus Statement contain fixed monetary amounts or metrics that pertain
to balance sheet items, such fixed monetary amounts or balance sheet items shall be adjusted to
neutralize foreign exchange currency movements during the Plan Year. The method and calculation of
such adjustment shall be determined and applied by the CFO and subject to approval by the Board.
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