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EXHIBIT 10.7 KOMAG INCORPORATED BONUS PLAN

Employee Bonus Plan Agreement

EXHIBIT 10.7 KOMAG INCORPORATED

BONUS PLAN
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KOMAG INCORPORATED

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Title: EXHIBIT 10.7 KOMAG INCORPORATED BONUS PLAN
Governing Law: California     Date: 3/7/2006
Industry: Computer Storage Devices     Sector: Technology

EXHIBIT 10.7 KOMAG INCORPORATED

BONUS PLAN
, Parties: komag incorporated
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Exhibit 10.7

KOMAG INCORPORATED

BONUS PLAN

 


 

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

 

Page

SECTION 1

 

BACKGROUND, PURPOSE AND DURATION

 

 

1

 

 

 

 

 

 

1.1

 

Effective Date

 

 

1

1.2

 

Purpose of the Plan

 

 

1

 

 

 

 

 

 

SECTION 2

 

DEFINITIONS

 

 

1

 

 

 

 

 

 

2.1

 

“Affiliate”

 

 

1

2.2

 

“Award”

 

 

1

2.3

 

“Base Pay”

 

 

1

2.4

 

“Board”

 

 

1

2.5

 

“Bonus Pool”

 

 

1

2.6

 

“Committee”

 

 

1

2.7

 

“Company”

 

 

2

2.8

 

“Corporate Operating Income”

 

 

2

2.9

 

“Disability”

 

 

2

2.10

 

“Participant”

 

 

2

2.11

 

“Payout Percentage”

 

 

2

2.12

 

“Performance Period”

 

 

2

2.13

 

“Plan”

 

 

2

2.14

 

“Supplemental Target Percentage”

 

 

2

2.15

 

“Target Percentage”

 

 

2

2.16

 

“Termination of Service”

 

 

3

 

 

 

 

 

 

SECTION 3

 

DETERMINATION OF AWARDS

 

 

3

 

 

 

 

 

 

3.1

 

Selection of Participants

 

 

3

3.2

 

Determination of Target Awards

 

 

3

3.3

 

Bonus Pool

 

 

4

3.4

 

Employment Status Affect on Award

 

 

4

3.5

 

Discretion to Modify Awards

 

 

4

3.6

 

Discretion to Determine Criteria

 

 

5

 

 

 

 

 

 

SECTION 4

 

PAYMENT OF AWARDS

 

 

5

 

 

 

 

 

 

4.1

 

Funding of Plan

 

 

5

4.2

 

Timing of Payment

 

 

5

4.3

 

Form of Payment

 

 

5

 

 

 

 

 

 

SECTION 5

 

ADMINISTRATION

 

 

5

 

 

 

 

 

 

5.1

 

Committee

 

 

5

5.2

 

Committee Authority

 

 

6

5.3

 

Decisions Binding

 

 

6

5.4

 

Delegation by the Committee

 

 

6

-i-

 


 

TABLE OF CONTENTS
(Continued)

 

 

 

 

 

 

 

 

 

 

Page

SECTION 6

 

GENERAL PROVISIONS

 

 

6

 

 

 

 

 

 

6.1

 

Tax Withholding

 

 

6

6.2

 

No Effect on Employment or Service

 

 

6

6.3

 

Participation

 

 

7

6.4

 

Successors

 

 

7

6.5

 

Nontransferability of Awards

 

 

7

 

 

 

 

 

 

SECTION 7

 

AMENDMENT, TERMINATION AND DURATION

 

 

7

 

 

 

 

 

 

7.1

 

Amendment, Suspension or Termination

 

 

7

7.2

 

Duration of the Plan

 

 

7

 

 

 

 

 

 

SECTION 8

 

LEGAL CONSTRUCTION

 

 

8

 

 

 

 

 

 

8.1

 

Gender and Number

 

 

8

8.2

 

Severability

 

 

8

8.3

 

Requirements of Law

 

 

8

8.4

 

Bonus Plan

 

 

8

8.5

 

Governing Law

 

 

8

8.6

 

Captions

 

 

8

-ii-

 


 

KOMAG, INC.
BONUS PLAN

SECTION 1
BACKGROUND, PURPOSE AND DURATION

1.1

 

Effective Date

      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.

1.2

 

Purpose of the Plan

      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.

SECTION 2
DEFINITIONS

      The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

2.1

 

Affiliate

      means any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlled by the Company.

2.2

 

Award

      means the actual award (if any) payable to a Participant as determined pursuant to Section 3.

2.3

 

Base Pay

      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.

2.4

 

Board

      means the Board of Directors of the Company.

2.5

 

Bonus Pool

      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.

2.6

 

Committee

 


 

      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.

2.7

 

Company

      means Komag Incorporated, a Delaware corporation, or any successor thereto.

2.8

 

Corporate Operating Income

      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.

2.9

 

Disability

      means a permanent and total disability determined in accordance with uniform and nondiscriminatory standards adopted by the Committee from time to time.

2.10

 

Participant

      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.

2.11

 

Payout Percentage

      means the percentage of actual Corporate Operating Income versus the target Corporate Operating Income for Performance Period as determined by the Committee.

2.12

 

Performance Period

      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.

2.13

 

Plan

      means the Komag Incorporated Bonus Plan, as set forth in this instrument and as hereafter amended from time to time.

2.14

 

Supplemental Target Percentage

-2-


 

      means a percentage of a Participant’s Base Pay in addition to the Target Percentage as the Committee may determine.

2.15

 

Target Percentage

      means the percentage of a Participant’s Base Pay for a Performance Period as determined by the Committee.

2.16

 

Termination of Service

      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

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.

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.

     &nb


 
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