Exhibit 10.1
THE ULTIMATE SOFTWARE GROUP, INC.
AMENDED AND RESTATED CHANGE IN CONTROL BONUS PLAN
FOR EXECUTIVE OFFICERS
Section 1. Purpose
The purpose of The Ultimate Software
Group, Inc. Amended and Restated Change in Control Bonus Plan for
Executive Officers is to provide cash bonus payments to certain
executive officers of the Company upon a Change in Control of the
Company. The Plan is designed to promote the interests of the
Company and its shareholders by providing an additional incentive
to management to maximize the value of the Company’s business
and its common stock.
Section 2. Definitions
The following capitalized words as
used herein shall have the following meanings:
(a) “ Award ”
means the contingent right of a Participant to receive a cash
payment under the Plan upon a Change in Control of the Company,
subject to such terms and conditions as the Committee may establish
under the terms of the Plan.
(b) “ Board ”
means the Board of Directors of the Company.
(c) “ Change in
Control ” shall have the same meaning as the term
“Change of Control,” as set forth in the
Company’s Amended and Restated 2005 Equity and Incentive
Plan, effective as of May 15, 2007.
(d) “ CIC
Plans” means this Plan and The Ultimate Software Group,
Inc. Amended and Restated Change in Control Bonus Plan for Officers
and Employees.
(e) “ Committee
” means the Compensation Committee of the Board, or such
other committee of the Board that the Board shall designate from
time to time to administer the Plan.
(f) “ Company
” means The Ultimate Software Group, Inc., a Delaware
company.
(g) “ Participant
” means an officer of the Company who has been granted an
Award under the Plan.
(h) “ Plan ”
means The Ultimate Software Group, Inc. Amended and Restated Change
in Control Bonus Plan for Executive Officers, as it may be amended
from time to time.
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(i) “ Sales
Proceeds ” means the fair market value of the gross
consideration received by the Company or its stockholders in the
Change in Control transaction, as determined by the Committee in
good faith immediately prior to the consummation of the Change in
Control, taking into account such factors as the Committee deems
appropriate.
Section 3. Plan Administration
(a) Committee Members .
The Plan shall be administered by the Committee. The Committee
shall have such powers and authority as may be necessary or
appropriate for the Committee to carry out its functions as
described in the Plan. No member of the Committee shall be liable
for any action or determination made in good faith by the Committee
with respect to the Plan or any Award thereunder.
(b) Discretionary
Authority . Subject to the express limitations of the Plan, the
Committee shall have authority in its discretion to determine the
time or times at which Awards may be granted, the recipients of
Awards, and all other terms of Awards under the Plan. The Committee
shall also have discretionary authority to interpret the Plan, to
make all factual determinations under the Plan, and to make all
other determinations necessary or advisable for the administration
of the Plan. The Committee may prescribe, amend, and rescind rules
and regulations relating to the Plan. All interpretations,
determinations, and actions by the Committee shall be final,
conclusive, and binding upon all parties.
Section 4. Participation
An officer of the Company who is
designated by the Committee to participate in the Plan shall be
deemed a Participant in the Plan. The Participants are listed on
Schedule A hereto. The Committee may designate
additional Participants from time to time as it shall determine in
its sole discretion.
Section 5. Grant of Awards
The Committee shall determine the
Participants to whom Awards are granted under the Plan and the
terms of payment under an Award in accordance with the terms of the
Plan. The schedule of Awards applicable to each Participant shall
be as set forth in Schedule A hereto. The Committee may
supplement Schedule A from time to time in its sole
discretion with additional Participants or additional Awards, but
shall not reduce the entitlement of any Participant under any
previously granted Award, except as provided in Section 9(b)
hereof.
Section 6. Payment of Awards
(a) Change in Control .
Payments to Participants under the Plan shall be made only upon the
consummation of a Change in Control transaction, provided that the
Participant remains employed by the Company at the time of such
consummation in accordance with Section 7 her
