Exhibit 10.23
GOOGLE INC.
EXECUTIVE BONUS
PLAN
(Effective January 1,
2007)
TABLE OF CONTENTS
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Page
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SECTION 1
BACKGROUND, PURPOSE AND DURATION
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1
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1.1
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Effective
Date
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1
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1.2
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Purpose of the
Plan
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1
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SECTION 2
DEFINITIONS
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1
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2.1
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“Actual
Award”
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1
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2.2
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“Affiliate”
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1
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2.3
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“Base
Salary”
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1
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2.4
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“Board”
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1
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2.5
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“Cash
Position”
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1
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2.6
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“Code”
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1
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2.7
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“Committee”
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2
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2.8
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“Company”
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2
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2.9
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“Controllable Profits”
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2
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2.10
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“Customer
Satisfaction MBOs”
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2
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2.11
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“Determination Date”
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2
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2.12
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“Disability”
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2
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2.13
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“Earnings
Per Share”
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2
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2.14
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“EBITDA”
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2
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2.15
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“Employee”
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2
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2.16
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“Fiscal
Year”
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2
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2.17
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“Free
Cash Flow”
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3
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2.18
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“Maximum
Award”
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3
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2.19
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“Net
Income”
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3
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2.20
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“New
Orders”
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3
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2.21
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“Operating Cash Flow”
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3
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2.22
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“Operating Income”
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3
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2.23
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“Participant”
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3
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2.24
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“Payout
Formula”
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3
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2.25
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“Performance Period”
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3
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2.26
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“Performance Goals”
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3
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2.27
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“Plan”
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4
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2.28
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“Retirement”
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4
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2.29
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“Return
on Assets”
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4
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2.30
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“Return
on Equity”
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4
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2.31
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“Return
on Sales”
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4
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2.32
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“Revenue”
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4
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2.33
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“Shares”
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4
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2.34
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“Target
Award”
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5
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2.35
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“Termination of
Employment”
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5
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2.36
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“Total
Shareholder Return”
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5
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-i-
TABLE OF CONTENTS
(continued)
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Page
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SECTION 3
SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS
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5
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3.1
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Selection of
Participants
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5
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3.2
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Determination
of Performance Goals
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5
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3.3
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Determination
of Target Awards
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5
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3.4
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Determination
of Payout Formula or Formulae
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5
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3.5
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Date for
Determinations
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5
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3.6
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Determination
of Actual Awards
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5
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SECTION 4
PAYMENT OF AWARDS
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6
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4.1
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Right to
Receive Payment
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6
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4.2
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Timing of
Payment
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6
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4.3
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Form of
Payment
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6
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4.4
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Payment in the
Event of Death or Disability
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6
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SECTION 5
ADMINISTRATION
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7
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5.1
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Committee is
the Administrator
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7
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5.2
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Committee
Authority
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7
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5.3
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Decisions
Binding
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7
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5.4
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Delegation by
the Committee
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7
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SECTION 6
GENERAL PROVISIONS
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7
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6.1
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Tax
Withholding
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7
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6.2
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No Effect on
Employment
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7
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6.3
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Participation
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8
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6.4
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Indemnification
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8
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6.5
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Successors
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8
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6.6
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Beneficiary
Designations
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8
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6.7
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Nontransferability of Awards
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8
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6.8
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Deferrals
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8
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SECTION 7
AMENDMENT, TERMINATION AND DURATION
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9
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7.1
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Amendment,
Suspension or Termination
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9
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7.2
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Duration of the
Plan
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9
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-ii-
TABLE OF CONTENTS
(continued)
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Page
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SECTION 8 LEGAL
CONSTRUCTION
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9
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8.1
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Section 162(m)
Conditions; Bifurcation of Plan
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9
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8.2
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Gender and
Number
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9
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8.3
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Severability
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9
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8.4
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Requirements of
Law
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9
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8.5
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Governing
Law
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9
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8.6
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Captions
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9
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-iii-
GOOGLE INC.
EXECUTIVE BONUS
PLAN
SECTION 1
BACKGROUND, PURPOSE AND
DURATION
1.1 Effective Date . The
Plan is effective as of January 1, 2007, subject to
ratification by an affirmative vote of a majority of the Shares
that are present in person or by proxy and entitled to vote at the
2007 Annual Meeting of Stockholders of the Company.
1.2 Purpose of the Plan
. The Plan is intended to increase stockholder value and the
success of the Company by motivating Participants (1) to
perform to the best of their abilities, and (2) to achieve the
Company’s objectives. The Plan’s goals are to be
achieved by providing Participants with the opportunity to earn
incentive awards for the achievement of goals relating to the
performance of the Company. The Plan is intended to permit the
payment of bonuses that qualify as performance-based compensation
under section 162(m) of the Code.
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 “ Actual Award
” means as to any Performance Period, the actual award (if
any) payable to a Participant for the Performance Period. Each
Actual Award is determined by the Payout Formula for the
Performance Period, subject to the Committee’s authority
under Section 3.6 to eliminate or reduce the award otherwise
determined by the Payout Formula.
2.2 “ Affiliate ”
means any corporation or other entity (including, but not limited
to, partnerships and joint ventures) controlled by the
Company.
2.3 “ Base Salary
” means as to any Performance Period, the Participant’s
annualized salary rate on the last day of the Performance Period.
Such Base Salary shall be before both (a) deductions for taxes
or benefits, and (b) deferrals of compensation pursuant to any
applicable Company-sponsored plans and Affiliate-sponsored
plans.
2.4 “ Board ”
means the Board of Directors of the Company.
2.5 “ Cash Position
” means the Company’s level of cash and cash
equivalents.
2.6 “ Code ”
means the Internal Revenue Code of 1986, as amended. Reference to a
specific section of the Code or regulation thereunder shall include
such section or regulation, any
valid regulation promulgated thereunder, and any
comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or
regulation.
2.7 “ Committee ”
means the committee appointed by the Board (pursuant to
Section 5.1) to administer the Plan.
2.8 “ Company ”
means Google Inc., a Delaware corporation, or any successor
thereto.
2.9 “ Controllable
Profits ” means as to any Performance Period, a business
unit’s Revenue minus one or more of the following to the
extent deemed appropriate by the Committee prior to the
Determination Date: (a) cost of sales, (b) research,
development, and engineering expense, (c) marketing and sales
expense, (d) general and administrative expense,
(e) extended receivables expense, and (f) shipping
requirement deviation expense.
2.10 “ Customer
Satisfaction MBOs ” means as to any Participant for any
Performance Period, the objective and measurable individual goals
set by a “management by objectives” process and
approved by the Committee, which goals relate to the satisfaction
of external or internal customer requirements.
2.11 “ Determination
Date ” means the latest possible date that will not
jeopardize a Target Award or Actual Award’s qualification as
performance-based compensation under section 162(m) of the
Code.
2.12 “ Disability
” means total and permanent disability as defined in
section 22(e)(3) of the Code, provided that the Committee in
its discretion may determine whether a permanent and total
disability exists in accordance with uniform and non-discriminatory
standards adopted by the Company from time to time.
2.13 “ Earnings Per
Share ” means as to any Performance Period, the
Company’s or a business unit’s Net Income, divided by a
weighted average number of common shares outstanding and dilutive
common equivalent shares deemed outstanding, determined in
accordance with generally accepted accounting principles; provided,
however, that prior to the Determination Date, the Committee shall
determine whether any item(s) shall be excluded or included from
such calculation with respect to one or more
Participants.
2.14 “ EBITDA ”
means as to any Performance Period, the Company’s or a
business unit’s earnings before interest, taxes, depreciation
and amortization determined in accordance with generally accepted
accounting principles; provided, however, that prior to the
Determination Date, the Committee shall determine whether any
item(s) shall be excluded or included from such calculation with
respect to one or more Participants.
2.15 “ Employee ”
means any employee of the Company or of an Affiliate, whether such
employee is so employed at the time the Plan is adopted or becomes
so employed subsequent to the adoption of the Plan.
2.16 “ Fiscal Year
” means the fiscal year of the Company.
-2-
2.17 “ Free Cash Flow
” means as to any Performance Period, the Company’s or
a business unit’s operating cash flows less capital
expenditures; provided, however, that prior to the Determination
Date, the Committee shall determine whether any item(s) shall be
excluded or included from such calculation with respect to one or
more Participants.
2.18 “ Maximum Award
” means as to any Participant for any Performance Period,
$6 million.
2.19 “ Net Income
” means as to any Performance Period, the income after taxes
of the Company for the Performance Period determined in accordance
with generally accepted accounting principals, provided that prior
to the Performance Period, the Committee shall determine whether
any significant item(s) shall be included or excluded from such
calculation with respect to one or more Participants.
2.20 “ New Orders
” means as to any Performance Period, the firm orders for a
system, product, part or service that are being recorded for the
first time as defined in the Company’s order recognition
policies and procedures.
2.21 “ Operating Cash
Flow ” means the Company’s or a business
unit’s sum of Net Income plus depreciation and amortization
less capital expenditures plus changes in working capital comprised
of accounts receivable, inventories, other current assets, trade
accounts payable, accrued expenses, product warranty, advance
payments from customers and long-term accrued expenses, determined
in accordance with generally accepted accounting principles;
provided, however, that prior to the Determination Date, the
Committee shall determine whether any item(s) shall be excluded or
included from such calculation with respect to one or more
Participants.
2.22 “ Operating Income
” means the Company’s or a business unit’s income
from operations but excluding any unusual items, determined in
accordance with generally accepted accounting principles; provided,
however, that prior to the Determination Date, the Committee shall
determine whether any item(s) shall be excluded or included from
such calculation with respect to one or more
Participants.
2.23 “ Participant
” means as to any Performance Period, an Employee who has
been selected by the Committee for participation in the Plan for
that Performance Period.
2.24 “ Payout Formula
” means as to any Performance Period, the formula or payout
matrix established by the Committee pursuant to Section 3.4 in
order to determine the Actual Awards (if any) to be paid to
Participants. The formula or matrix may differ from Participant to
Participant.
2.25 “ Performance
Period ” generally shall mean any Fiscal Year, however,
it may also mean any such other period of time which does not
exceed three Fiscal Years, as determined by the Committee in its
sole discretion. With respect to any Participant, there shall exist
no more than three Performance Periods at any one time.
2.26 “ Performance
Goals ” means the goal(s) (or combined goal(s))
determined by the Committee (in its discretion) to be applicable to
a Participant for a Target Award for a Performance Period. As
determined by the Committee, the Performance Goals for any Target
Award applicable
-3-
to a Participant may provide for a targeted
level or levels of achievement using one or more of the following
measures: (a) Cash Position, (b) Controllable Profits,
(c) Customer Satisfaction MBOs, (d) Earnings Per Share,
(e) EBITDA, (f) Free Cash Flow, (g) Net Income,
(h) New Orders, (i) Operating Cash Flow,
(j) Operating Income, (k) Return on Assets,
(l) Return on Equity, (m) Return on Sales,
(n) Revenue, and (o) Total Shareholder Return.
Performance Goals may differ from Participant to Participant,
Performance Period to Performance Period and from award to award.
Any criteria used may be measured, as applicable, (i) in
absolute terms, (ii) in relative terms (including, but not
limited, passage of time and/or against another company or
companies), (iii) on a per-share basis, (iv) against the
performance of the Company as a whole or a segment of the Company
and/or (v)&