Exhibit 10.1
CELERA CORPORATION ANNUAL BONUS
PLAN
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1.
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Establishment and Purpose
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The Celera Corporation Annual Bonus
Plan (the “Plan”) is established effective as of
May 19, 2009 (the “Effective Date”), in order to
provide employees of Celera Corporation (the “Company”)
and its subsidiaries with the opportunity to receive cash incentive
awards based on the achievement of Company and individual
performance goals. The Company believes that the Plan will enhance
the incentive for participants to contribute materially to the
growth of the Company, thereby benefiting the Company and its
stockholders.
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2.
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Eligibility
and Target Bonus
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The Plan offers executives and
employees of the Company and its subsidiaries (each, a
“Participant”) an opportunity to earn additional
compensation based on the achievement of Company and individual
performance goals for the Company’s fiscal year (each, a
“Plan Year”). For purposes of the Plan, an individual
shall be eligible to participate in the Plan if he or she is
reported on the payroll records of the Company or a subsidiary of
the Company as a common law employee; provided, however, that an
employee will not be eligible to participate in the Plan if he or
she is a participant in another bonus or incentive plan maintained
by Company or any subsidiary of the Company (excluding any
equity-based incentive plan or any qualified retirement plan). Any
individuals not treated as common law employees on the payroll
records of the Company or a subsidiary of the Company shall not be
eligible to participate in the Plan even if a determination is
subsequently made by the Internal Revenue Service, other
governmental agency, a court or other tribunal that such
individuals are common law employees for any other
purpose.
A Participant’s target bonus
will be determined by multiplying his or her target bonus
percentage against his or her eligible earnings for such Plan Year
(such product, the “Target Bonus”). Each eligible
position level is assigned a target bonus percentage, and actual
target bonus percentages will be communicated to each Participant
by his or her manager (or by the committee responsible for
administering the Plan (the “Committee”)). The
Committee shall be the Compensation Committee of the Board of
Directors of the Company (the “Compensation
Committee”), provided that the Chief Executive Officer of the
Company (and/or such other officer(s) as the Compensation Committee
shall designate) shall be the Committee for purposes of the last
paragraph of Section 6 of the Plan solely with respect to
employees other than executive officers of the Company. The
Compensation Committee shall approve all bonus payments to
executive officers.
Unless otherwise specified by the
Committee, eligible earnings means (a) for a Participant who
is an exempt employee, the Participant’s annual base salary,
or (b) for a Participant who is eligible to receive overtime
pay, the Participant’s hourly rate in effect on the first day
of the Plan Year (or on the date of hire, if after that date)
multiplied by the number of regularly scheduled work hours during
the Plan Year (part-time employees) or 2,080 (full time employees),
plus any overtime pay earned during the Plan Year.
For each Plan Year, the Committee
shall establish one or more performance goals for the Company
(each, a “Company Goal”), as well as the weighting of
each Company Goal. Actual results for the Plan Year will be
measured against each Company Goal to determine the amount of
bonuses to be funded under the Plan for such Plan Year. Examples of
performance criteria for Company Goals include (but are not limited
to) revenue, earnings before income and taxes, cash flow, net
income and earnings per share. Each Company Goal (and the
achievement thereof) shall be determined in accordance with
generally accepted accounting principles, consistently applied,
unless otherwise specified by the Committee.
The Committee shall establish a
target and threshold for each Company Goal, and the aggregate
amount of bonuses funded under the Plan for a Plan Year (the
“Bonus Pool”) shall be based on the attainment of the
Company Goals. Unless otherwise determined by the Committee, the
threshold for each Company Goal shall be based on 80% of the target
for such Company Goal. The portion of the Bonus Pool with respect
to a Company Goal will be funded only to the extent that the
Company achieves the threshold for such goal. Unless otherwise
determined by the Committee, achievement of the threshold for a
Company Goal will result in 50% funding of the portion of the Bonus
Pool related to such Company Goal (based on the weight of the
Company Goal), and achievement between the threshold and the target
results in funding of the Bonus Pool related to such Company Goal
at the same percentage as such achievement. In the event that
performance exceeds the target for a Company Goal, the Company will
fund an additional Bonus Pool amount with respect to such Company
Goal based on the achievement in excess of the target level for
such goal (up to an additional 50% of the target funding level, or
such other amount as the Committee may determine), pursuant to
guidelines established by the Committee.
Example 1 . If the Committee establishes two Company Goals
for a Plan Year, each with equal weight, and the Company achieves
92% of the target level of one goal, but does not achieve the
threshold for the other goal, the Bonus Pool will be determined
based on a 46% funding rate, based on the sum of the
following:
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Goal
1:
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50% weight x
92% funding = 46% funding rate
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Goal 2:
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50% weight x 0%
funding = 0% funding rate
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Example 2 . If the Committee establishes two Company Goals
for a Plan Year, each with equal weight, and the Company achieves
110% of the target level of one goal, but does not achieve the
threshold for the other goal, the Bonus Pool will be determined
based on a 55% funding rate, based on the sum of the following
(provided that the allocation of the portion of the Bonus Pool
based on exceeding Goal 1 is subject to the limitation set forth in
Section 6 below):