Exhibit 10.05
CSG SYSTEMS INTERNATIONAL,
INC.
PERFORMANCE BONUS
PROGRAM
The purpose of the CSG Systems
International, Inc. Performance Bonus Program (the
“Program”) is to provide for annual cash bonus awards
(a “Bonus Award”) under the Program for (i) the
persons designated as executive officers of CSG Systems
International, Inc. (the “Company”) by the Board of
Directors of the Company and (ii) any other employee of the
Company or its subsidiaries who is or may be a “covered
employee” of the Company or its subsidiaries as defined in
Section 162(m)(3) of the Internal Revenue Code of 1986, as
amended (the “Code”), that constitute performance-based
compensation within the meaning of Section 162(m)(4)(C) of the
Code and Treasury Regulations § 1.162-27. For purposes of the
Program, “Participant” means a person referred to in
the first sentence of this Section 1. Bonus Awards under the
Program shall be paid for services performed by a Participant
during a calendar year.
(a) The Program shall be
administered by the Compensation Committee (the
“Committee”) of the Company’s Board of Directors
(the “Board”). No member of the Committee shall be
eligible to participate in the Program. The Committee at all times
shall be comprised of two or more members who are “outside
directors” for purposes of Section 162(m)(4)(C)(i) of
the Code.
(b) The Committee shall have the
power and discretionary authority to adopt, amend, and rescind any
rules, regulations, and procedures which the Committee deems
necessary or appropriate for the operation and administration of
the Program and to interpret and rule on any questions relating to
any provision of the Program. However, the Committee shall not take
any action that would result in the payment of compensation under
the Program to any Participant who is a “covered
employee” as defined in Section 162(m)(3) of the Code if
such payment would not be “performance-based
compensation” within the meaning of Section 162(m) of
the Code, as reasonably determined by the Committee.
(c) The decisions of the Committee
(including but not limited to decisions as to whether a Participant
is entitled to payment of a Bonus Award in whole or in part or not
at all) shall be final, conclusive, and binding on all parties,
including the Company and each Participant.
(d) The Board from time to time may
amend, suspend, or terminate the Program, in whole or in part;
provided, that no payment which becomes due under the Program as a
result of an amendment of the Program that requires stockholder
approval to satisfy the requirements of Section 162(m) of the
Code shall be made until the Company has obtained such stockholder
approval.
(a) Not later than ninety
(90) days after the beginning of each calendar year, the
Committee shall establish in writing (i) one or more
Performance Goals (as defined in Section 3(c)) that must be
attained in order for a Participant to receive a Bonus Award for
such calendar year and (ii) the method, in terms of an
objective formula or standard, for computing the amount of the
Bonus Award to be paid to a Participant if the applicable
Performance Goals are attained. Subject to and consistent with the
provisions of the preceding sentence, the Committee shall determine
the potential Bonus Award which a Participant shall be eligible to
receive for a particular calendar year and may establish terms and
conditions in addition to (but not in lieu of) the attainment of
Performance Goals that a Participant must satisfy in order to
receive such Bonus Award. Actual and potential Bonus Awards and
such additional terms and conditions need not be uniform among
Participants. The Committee shall have the discretion to revise the
amount of a Bonus Award payable to a Participant upon the
attainment of Performance Goals solely for the purpose of reducing
the amount of or eliminating such Bonus Award. A
Participant’s level of satisfaction of any additional terms
and conditions established by the Committee for such
Participant’s receipt of a Bonus Award shall be relevant only
for the purpose of potentially reducing the amount of or
eliminating such Participant’s Bonus Award and may not be
used to increase such Participant’s Bonus Award beyond that
which would be payable based solely upon the Company’s
attainment of applicable Performance Goals.
(b) The maximum individual Bonus
Award payable to a Participant for any calendar year shall be equal
to 200% of the annual base salary of such Participant as of the
last day of such calendar year; provided, however, that in no event
may a Participant’s maximum Bonus Award under the Program for
any calendar year exceed $3,000,000 or such lesser amount as is
established by the Committee for such calendar year.
(c) A “Performance Goal”
is an objective performance goal based entirely on one or more of
the following business criteria applicable to the Company: net
income, adjusted net income, operating income, adjusted operating
income, revenue, adjusted revenue, earnings, adjusted earnings,
gross margi
