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Page
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BACKGROUND,
PURPOSE AND DURATION
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1
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Effective
Date
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1
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Purpose of
the Plan
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1
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DEFINITIONS
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1
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“Affiliate”
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1
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“Award”
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1
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“Base
Pay”
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1
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“Board”
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1
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“Bonus
Pool”
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1
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“Committee”
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1
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“Company”
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2
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“Corporate Operating
Income”
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2
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“Disability”
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2
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“Participant”
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2
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“Payout Percentage”
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2
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“Performance Period”
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2
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“Plan”
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2
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“Supplemental Target
Percentage”
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2
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“Target Percentage”
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2
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“Termination of
Service”
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3
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DETERMINATION
OF AWARDS
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3
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Selection of
Participants
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3
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Determination of Target Awards
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3
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Bonus
Pool
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4
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Employment
Status Affect on Award
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4
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Discretion
to Modify Awards
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4
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Discretion
to Determine Criteria
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5
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PAYMENT OF
AWARDS
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5
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Funding of
Plan
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5
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Timing of
Payment
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5
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Form of
Payment
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5
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ADMINISTRATION
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5
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Committee
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5
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Committee
Authority
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6
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Decisions
Binding
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6
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Delegation
by the Committee
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6
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TABLE OF CONTENTS
(Continued)
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Page
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GENERAL
PROVISIONS
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6
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Tax
Withholding
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6
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No Effect on
Employment or Service
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6
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Participation
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7
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Successors
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7
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Nontransferability of Awards
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7
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AMENDMENT,
TERMINATION AND DURATION
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7
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Amendment,
Suspension or Termination
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7
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Duration of
the Plan
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7
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LEGAL
CONSTRUCTION
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8
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Gender and
Number
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8
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Severability
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8
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Requirements
of Law
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8
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Bonus
Plan
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8
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Governing
Law
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8
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Captions
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8
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SECTION 1
BACKGROUND, PURPOSE AND DURATION
The
Compensation Committee of the Board adopted the Plan effective as
of January 24, 2006. The Plan is to be effective beginning
with the Company’s 2006 fiscal year.
The Plan is
intended to align each non-management employee of the Company
towards a single financial target which will result in a
competitive cash bonus payment for each such employee as a reward
for their contributions to the Company’s consolidated
financial performance.
The
following words and phrases shall have the following meanings
unless a different meaning is plainly required by the
context:
means any
corporation or other entity (including, but not limited to,
partnerships and joint ventures) controlled by the
Company.
means the
actual award (if any) payable to a Participant as determined
pursuant to Section 3.
means base
straight time gross earnings earned by the Participant for the
Performance Period but exclusive of overtime, premium pay, stock
compensation, relocation payments, or any other bonus or incentive
awards or payments.
means the
Board of Directors of the Company.
means the
pool of funds available for distribution to Participants. Subject
to the terms of the Plan, the Committee establishes the Bonus Pool
for each Performance Period.
means the
committee appointed by the Board to administer the Plan. Until
otherwise determined by the Board, the Compensation Committee of
the Board shall constitute the Committee.
means Komag
Incorporated, a Delaware corporation, or any successor
thereto.
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2.8
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“ Corporate Operating
Income ”
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means the
net sales of the Company during the Performance Period, less (A)(i)
the cost of goods sold, (ii) research and development
expenses, (iii) selling, general and administrative expenses.
The Committee will determine annually any adjustments , plus (or
minus), to Corporate Operating Income including, but not limited
to, any gains (or losses) with respect to the disposal of assets,
non-cash employee stock compensation expense, restructuring,
impairment, and foreign currency adjustments.
means a
permanent and total disability determined in accordance with
uniform and nondiscriminatory standards adopted by the Committee
from time to time.
means as to
any Performance Period, an employee of the Company or any Affiliate
who has been selected by the Committee for participation in the
Plan for that Performance Period.
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2.11
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“ Payout Percentage
”
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means the
percentage of actual Corporate Operating Income versus the target
Corporate Operating Income for Performance Period as determined by
the Committee.
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2.12
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“ Performance Period
”
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means the
period of time for the measurement of the performance criteria that
must be met to receive an Award, as determined by the Committee in
its sole discretion. A Performance Period may be divided into one
or more shorter periods if, for example, but not by way of
limitation, the Committee desires to measure some performance
criteria over twelve (12) months and other criteria over three
(3) months. Multiple, overlapping Performance Periods (of
different durations) may be in effect at any one time.
means the
Komag Incorporated Bonus Plan, as set forth in this instrument and
as hereafter amended from time to time.
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2.14
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“ Supplemental Target
Percentage ”
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-2-
means a
percentage of a Participant’s Base Pay in addition to the
Target Percentage as the Committee may determine.
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2.15
|
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“ Target Percentage
”
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means the
percentage of a Participant’s Base Pay for a Performance
Period as determined by the Committee.
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2.16
|
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“ Termination of
Service ”
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means a
cessation of the employee-employer relationship between a
Participant and the Company or an Affiliate for any reason,
including, but not by way of limitation, a termination by
resignation, discharge, death, Disability, retirement, or the
disaffiliation of an Affiliate, but excluding any such termination
where there is a simultaneous reemployment by the Company or an
Affiliate.
SECTION 3
DETERMINATION OF AWARDS
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3.1
|
|
Selection of
Participants
|
The
Committee, in its sole discretion, shall select the employees of
the Company or its Affiliates who shall be Participants for any
Performance Period. Participation in the Plan is in the sole
discretion of the Committee, on a Performance Period by Performance
Period basis. Accordingly, an employee who is a Participant for a
given Performance Period in no way is guaranteed or assured of
being selected for participation in any subsequent Performance
Period or Periods. Unless and until the Committee provides
otherwise, all regular non-exempt employees and exempt employees in
grade E05 and below who are employed by the Company on date Awards
are paid and are in good standing with the Company (i.e., not on a
performance management plan) will be Participants for any
Performance Period.
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3.2
|
|
Determination of Target
Awards
|
(a) The
Committee will determine the terms pursuant to which a Participant
will receive an Award hereunder for any Performance
Period.
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