Exhibit 10.1
MOLDFLOW CORPORATION
CASH BONUS PLAN
1. Purpose. This Plan is intended to create
incentives for certain executive
officers and key employees of the Company
to allow the Company to attract and
retain in its employ persons who will
contribute to the future success of the
Company. It is the intent of the Company
that this Cash Bonus Plan be used for
each year that the Committee determines
that the establishment of an Annual
Bonus Plan is beneficial for the Company
and that this Plan will be modified by
reference to an Annual Bonus Plan that will
set out the performance parameters
for each such year and the annual cash
bonus goals for each executive officer
and key employees participating in the
Plan.
2. Definitions. Capitalized terms not
otherwise defined herein shall have the
meanings set forth below:
2.1
"Annual Bonus Target Award" shall mean, for any Participant,
that
award made under the Company's Annual Bonus
Plan.
2.2
"Annual Bonus Plan" shall mean the annual cash bonus objectives
and
awards established in any fiscal year by
the Committee and which shall be
governed by the terms of this Cash Bonus
Plan.
2.3
"Award" shall mean, for any Participant, actual payment in cash
following the completion of the Performance
Period.
2.4
"Committee" shall mean those members of the Compensation Committee
of
the Board of Directors of the Company who
are "non-employee directors" as such
term is defined under Rule 16b-3
promulgated under the Securities Exchange Act
of 1934, as amended.
2.5
"Company" shall mean Moldflow Corporation.
2.6
"Effective Date" shall mean July 1, 2005.
2.7
"Fiscal Year" shall mean the fiscal year of the Company, which is
the
12-month period ending June 30 of each
year.
2.8
"Participant" shall mean any executive officer approved by the
Committee or any key employee recommended
by the Chief Executive Officer
pursuant to Section 4 to participate herein
with respect to a Performance
Period.
2.9
"Performance Measure" for any Performance Period shall mean one
or
more of the performance measures set forth
in the Annual Bonus Plan.
2.10
"Performance Period" shall mean each fiscal year of the Company.
The
initial Performance Period ends on June 30,
2006.
2.11
"Plan" shall mean the Moldflow Corporation Cash Bonus Plan, as
amended from time to time.
2.12
"Target Award" shall mean, for any Participant, the target award
set
forth in the Annual Bonus Plan.
3. Administration. The Committee shall have
sole discretionary power to
interpret the provisions of this Plan, to
administer and make all decisions and
exercise all rights of the Company with
respect to this Plan. The Committee
shall have final authority to apply the
provisions of the Plan and determine, in
its sole discretion, the amount of the
Awards to be paid to Participants
hereunder and shall also have the exclusive
discretionary authority to make all
other determinations (including, without
limitation, the interpretation and
construction of the Plan and the
determination of relevant facts) regarding the
entitlement to benefits hereunder and the
amount of benefits to be paid from the
Plan. The Committee's exercise of this
dis
