Exhibit 10.22
ELIZABETH ARDEN,
INC.
2005 Performance Bonus
Plan
1. Purpose.
The Elizabeth Arden, Inc. 2005
Performance Bonus Plan (the “Plan”) is intended to
provide cash incentives which will attract, retain and motivate
highly competent persons as executive officers of Elizabeth Arden,
Inc. (the “Company”) and its subsidiaries and
affiliates, on the basis of performance goals established for them
under the Plan and to ensure that cash bonus payments
(“Bonus”) are in accordance with the arrangements
established by the Committee (as defined in Section 4).
2. Authority to Establish
Performance Goals and Bonuses
(a) The Committee will have the
authority to establish for a Participant, a performance goal, and
the formula for calculating a Participant’s Bonus on the
basis of performance goals or criteria established under or
pursuant to the Plan (each a “Bonus Formula”), for any
fiscal year of the Company, or for a period which is shorter or
longer than a single fiscal year (the “Fiscal Period”).
The performance goals may be based on achievement of various key
performance indicators or business criteria or completion of
certain projects that benefit the Company and apply to the
individual Participant or the Participant’s business unit
(the “Individual Criteria”) and may be a single goal or
a range with a minimum goal up to a maximum goal, with
corresponding increases in the Bonus up to the maximum award set by
the Committee and as may be limited by this Plan. The Committee may
disregard, at its discretion, the effect of one-time charges and
extraordinary events such as asset write-downs, litigation
judgments or settlements, changes in tax laws, accounting
principles or other laws or provisions affecting reported results,
accruals for reorganization or restructuring, and any other
extraordinary non-recurring items, acquisitions or divestitures.
Notwithstanding the attainment of Individual Criteria, the
Committee reserves the right to nullify a Bonus under this Plan if
the Company fails to achieve certain performance goals of the
Company as set forth pursuant to the Company’s 2005
Management Bonus Plan.
(b) The Individual Criteria and the
Bonus Formula for a Participant shall be established by the
Committee or one or more designated officers (the “Designated
Officers”) no later than 120 days after the beginning of the
Fiscal Period to which the Bonus Formula relates.
(c) Each Participant will be
assigned Individual Criteria. The Committee, in its sole
discretion, may elect to award a Bonus if any or all of the
Individual Criteria were not achieved due to certain extenuating
circumstances. Each Participant’s maximum Bonus will be 200%
of his or her base salary. Under no circumstances will any
Participant be paid a Bonus exceeding U.S. $3 million for any
fiscal year of the Company.
(d) When the Committee establishes a
performance goal and Bonus Formula for a Participant, the Committee
may provide (i) that the Bonus will be paid in a single lump sum or
that the Bonus will be paid over a period of years, with or without
interest on deferred payments, and (ii) if a Bonus is to be paid
over a period of years, whether the right to the unpaid portion of
the Bonus will be forfeited if the Participant ceases to be
employed by the Company before the Bonus is paid in
full.
3. Review of Payment of
Bonuses. Promptly after
the end of the applicable Fiscal Period, the management of the
Company will present to the Committee a list showing with regard to
each Participant who has become eligible for consideration of a
Bonus with regard to that Fiscal Period (i) the Participant’s
performance goal or Bonus Formula with regard to that Fiscal
Period, (ii) the extent to which the performance goal was achieved
or exceeded, or other applicable information relating to the
performance goal or otherwise applicable to the Participant’s
Bonus Formula, and (iii) the Bonus, if any, to which the
Participant is entitled with regard to the Fiscal Period. No Bonus
may be paid to a Participant with regard to a Fiscal Period until
the Committee certifies that the Bonus with regard to that
Participant shown on the list (or on an amended list) is correct
based upon the performance goal and the Bonus Formula established
for the Participant with regard to the Fiscal Period or other
determining factor the Committee considers.
4. Administration
(a) The Plan will be administered by
the committee (the “Committee”) appointed by the Board
of Directors of the Company (the “Board”) from among
its members (which may be the Compensation Committee of the Board)
and shall be comprised, unless
