|EX-10.1 - SENIOR MANAGEMENT INCENTIVE PLAN - NOVATEL WIRELESS INC||dex101.htm|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 7, 2010
NOVATEL WIRELESS, INC.
(Exact name of Registrant as specified in its charter)
COMMISSION FILE: 000-31659
(State or other jurisdiction of
incorporation or organization)
9645 Scranton Road, Suite 205
San Diego, CA 92121
(Address of principal executive offices)
Registrants telephone number, including area code: (858) 812-3400
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
ITEM 5.02 Compensatory Arrangements of Certain Officers.
(e) On September 7, 2010, the Compensation Committee (the Committee) of the Board of Directors of Novatel Wireless, Inc. (the Company) adopted a bonus plan applicable to the Companys executive officers for the fiscal year ending December 31, 2010. Under the terms of the plan, each participant is eligible to receive a discretionary cash bonus from the Company in a dollar amount equal to a percentage of his or her annual base salary in effect as of the end of 2010. The award of a bonus is subject to the achievement of a single Company-wide EBITDA goal applicable to each executive officer and an individual performance goal established for each executive officer. The target awards for the 2010 fiscal year, as a percentage of base salary, are 100% for the Companys Chief Executive Officer and 50% for all other participants. Each participant is eligible to earn 70% of the target award if the Company achieves its performance goal and 30% of the target award if the participant achieves his or her own individual goal. All bonuses are expected to be determined and paid following the end of the Companys 2010 fiscal year. In approving awards under the plan, the Committee may also use its discretion to increase or decrease the amounts that otherwise would be payable based upon Company and individual performance.
The foregoing summary of the plan is qualified in its entirety by reference to the full text of the plan, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.
(f) On September 7, 2010, the Compensation Committee of the Novatel Wireless, Inc. Board of Directors approved individual performance awards for 2009 performance under the Companys annual incentive compensation plan for the Named Executive Officers identified in the Companys annual proxy statement filed with the SEC on April 30, 2010. The total compensation for 2009 for each Named Executive Officer reported in the Summary Compensation Table on page 24 of the Companys annual proxy statement has been recalculated to include individual performance awards as follows:
Peter V. Leparulo
Kenneth G. Leddon
Catherine F. Ratcliffe
Slim S. Souissi
ITEM 9.01 Financial Statements and Exhibits.
|10.1||Novatel Wireless, Inc. Senior Management Incentive Plan for Fiscal Year 2010|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Novatel Wireless, Inc.
Date: September 13, 2010
|Catherine F. Ratcliffe|
Senior Vice President of Business Affairs & General Counsel
and Corporate Secretary