Exhibit 10.27
162(m) BONUS
PROGRAM
Purpose of the 162(m) Bonus
Program
The 162(m) Bonus Program is intended
to increase shareholder value and the success of the Company by
motivating key executives to perform to the best of their abilities
and achieve the Company’s objectives.
Administration of the 162(m)
Bonus Program
The 162(m) Bonus Program will
continue to be administered by the Compensation Committee in
accordance with the provisions of the 162(m) Bonus Program and the
requirements of Section 162(m).
Eligibility to Receive
Awards
All officers of the Company and its
affiliates are eligible to participate in the 162(m) Bonus Program.
Participation in the 162(m) Bonus Program by any particular officer
is determined annually at the discretion of the Compensation
Committee. In selecting participants for the 162(m) Bonus Program,
the Compensation Committee will choose officers of the Company and
its affiliates who are likely to have a significant impact on
Company performance. For 2009, the Named Executive Officer
participants in the 162(m) Bonus Program are currently expected to
be Messrs. Hill, Benzing, Archer, Caulfield and Chen. Participation
in future years will be at the discretion of the Compensation
Committee, but it currently is expected that five to ten officers
will participate each year.
Target Awards and Performance
Goals
Each year, the Compensation
Committee establishes: (1) a target award for each
participant, (2) the performance goals which must be achieved
in order for the participant to be paid the target award, and
(3) a formula for increasing or decreasing a
participant’s target award depending upon how actual
performance compares to the pre-established performance
goals.
Each participant’s target
award is expressed as a percentage of his or her base salary. Base
salary under the 162(m) Bonus Program means the participant’s
annual salary rate on the last day of the year.
The Compensation Committee
periodically establishes performance measures
