Attached files
file | filename |
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S-1/A - AMENDMENT NO.2 TO FORM S-1 - ArborGen Inc. | b82774a2sv1za.htm |
EX-3.2 - EX-3.2 - ArborGen Inc. | b82774a2exv3w2.htm |
EX-3.1 - EX-3.1 - ArborGen Inc. | b82774a2exv3w1.htm |
EX-10.5 - EX-10.5 - ArborGen Inc. | b82774a2exv10w5.htm |
EX-10.2 - EX-10.2 - ArborGen Inc. | b82774a2exv10w2.htm |
EX-10.3 - EX-10.3 - ArborGen Inc. | b82774a2exv10w3.htm |
EX-10.4 - EX-10.4 - ArborGen Inc. | b82774a2exv10w4.htm |
EX-10.6 - EX-10.6 - ArborGen Inc. | b82774a2exv10w6.htm |
EX-23.4 - EX-23.4 - ArborGen Inc. | b82774a2exv23w4.htm |
EX-10.7 - EX-10.7 - ArborGen Inc. | b82774a2exv10w7.htm |
EX-23.1 - EX-23.1 - ArborGen Inc. | b82774a2exv23w1.htm |
Exhibit 10.8
ARBORGEN INC.
SENIOR EXECUTIVE INCENTIVE BONUS PLAN
1. | Purpose |
This Senior Executive Incentive Bonus Plan (the Incentive Plan) is intended to provide an
incentive for superior work and to motivate eligible executives of ArborGen Inc. (the Company)
and its subsidiaries toward even higher achievement and business results, to tie their goals and
interests to those of the Company and its stockholders and to enable the Company to attract and
retain highly qualified executives. The Incentive Plan is for the benefit of Covered Executives
(as defined below).
2. | Covered Executives |
From time to time, the Compensation Committee of the Board of Directors of the Company (the
Compensation Committee) may select certain key executives (the Covered Executives) to be
eligible to receive bonuses hereunder.
3. | Administration |
The Compensation Committee shall have the sole discretion and authority to administer and
interpret the Incentive Plan.
4. | Bonus Determinations |
(a) A Covered Executive may receive a bonus payment under the Incentive Plan based upon the
attainment of performance targets which are established by the Compensation Committee and relate to
financial and operational metrics with respect to the Company (or any of its subsidiaries) (the
Corporate Performance Goals), including the following: cash flow (including, but not limited to,
operating cash flow and free cash flow); revenue; earnings before interest, taxes, depreciation and
amortization; net income (loss) (either before or after interest, taxes, depreciation and/or
amortization); changes in the market price of the Companys common stock; economic value-added;
acquisitions or strategic transactions; operating income (loss); return on capital, assets, equity,
or investment; stockholder returns; return on sales; gross or net profit levels; productivity;
expense; margins; operating efficiency; customer satisfaction; working capital; earnings (loss) per
share of the Companys common stock; production and sales volumes or market shares and number of
customers; any of which may be measured either in absolute terms or as compared to any incremental
increase; or the achievement of key business development, marketing, research, product development,
regulatory, public and government affairs milestones. Each Corporate Performance Goal may have a
minimum hurdle, a target (100 percent attainment of the Corporate Performance Goal) and a
maximum.
(b) Except as otherwise set forth in this Section 4(b): (i) any bonuses paid to Covered
Executives under the Incentive Plan shall be based upon objectively determinable bonus formulas
that tie such bonuses to one or more performance targets relating to the Corporate Performance
Goals, (ii) bonus formulas for Covered Executives shall be adopted in each
performance period by the Compensation Committee and communicated to each Covered Executive at
the beginning of each performance period and (iii) no bonuses shall be paid to Covered Executives
unless and until the Compensation Committee makes a determination with respect to the attainment of
the performance objectives. Notwithstanding the foregoing, the Company may adjust bonuses payable
under the Incentive Plan based on achievement of individual performance goals or pay bonuses
(including, without limitation, discretionary bonuses) to Covered Executives under the Incentive
Plan based upon such other terms and conditions as the Compensation Committee may in its discretion
determine.
(c) Each Covered Executive shall have a targeted bonus opportunity for each performance
period. For each Covered Executive, the Compensation Committee shall have the authority to
apportion the annual target award so that a portion of the annual target award shall be tied to
attainment of corporate performance targets and a portion of the target award shall be tied to
attainment of individual performance targets.
(d) The payment of a bonus to a Covered Executive with respect to a performance period shall
be conditioned upon the Covered Executives employment by the Company on the last day of the
performance period; provided, however, that the Compensation Committee shall pay a pro rated bonus
(to the extent the relevant goals are met) to a Covered Executive (i) whose employment with the
Company is terminated without cause after completing nine or more months of service in the fiscal
year in which such termination occurs or (ii) who first became eligible to participate in the
Incentive Plan after the beginning of the fiscal year but who completed nine or more months of
service in such fiscal year, and in the case of (i) and (ii) with any such pro rated bonus to be
paid in accordance with Section 5 hereof.
5. | Timing of Payment |
The Corporate Performance Goals will be measured at the end of each fiscal year after the
Companys financial reports have been published. If the Corporate Performance Goals and/or
individual goals for any fiscal year are met, payments will be made as soon as practicable after
the end of such fiscal year, but in no event later than June 30th of the following fiscal year.
For the avoidance of doubt, bonuses for year 1 must be paid by June 30th of year 2.
6. | Amendment and Termination |
The Company reserves the right to amend or terminate the Incentive Plan at any time in its
sole discretion.
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