Exhibit 10.1
SEMITOOL, INC.
EXECUTIVE BONUS PLAN
SECTION 1
ESTABLISHMENT AND PURPOSE
1.1 Purpose . Semitool, Inc.
(the “Company”) hereby establishes an Executive Bonus
Plan (the “Plan”) specifically for its President and
Chief Operating Officer, Larry Murphy (the
“Executive”). The Plan is intended to increase
stockholder value and the success of the Company by motivating the
Executive (a) to perform to the best of his abilities, and
(b) to achieve the Company’s objectives. The
Plan’s goals are to be achieved by providing the Executive
with incentive awards based on the achievement of goals relating to
the performance of the Company. The Plan is not intended to qualify
as performance-based compensation under Internal Revenue Code
Section 162(m).
1.2 Effective Date . The Plan
has been approved by the independent directors and the Compensation
Committee of the Board of Directors of the Company and shall be
effective as of October 1, 2005.
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 Plan Year, the actual award (if any) payable to the
Executive for the Plan Year. The Actual Award is determined by the
Payout Formula for the Plan Year, subject to the Committee’s
authority under Section 3.1 to adjust the award otherwise
determined by the Payout Formula.
2.2
“ Base Salary ”
means as to any Plan Year, 100% of the Executive’s annualized
salary rate on the last day of the Plan Year. Such Base Salary
shall be before both (a) deductions for taxes or benefits, and
(b) any deferrals of compensation pursuant to
Company-sponsored plans.
2.3 Beneficiary shall mean the
person(s) or entity(ies) designated to receive payment of an Actual
Award in the event of the Executive’s death in accordance
with Section 4.5 of the Plan. The Beneficiary designation
shall be effective when it is submitted in writing to and
acknowledged by the Committee during the Executive’s lifetime
on the Beneficiary Designation form provided in Appendix A of the
Plan. The submission of a new Beneficiary Designation form shall
cancel all prior Beneficiary Designations.
2.4
“ Committee ”
means the Compensation Committee of the Board, appointed to
administer the Plan.
1
2.5
“ Disability ”
means a permanent and total disability determined in accordance
with uniform and nondiscriminatory standards adopted by the
Committee from time to time.
2.6
“ Payout Formula ”
means as to any Plan Year, the formula or payout matrix established
by the Committee in Appendix B hereto, in order to determine the
Actual Awards (if any) to be paid to the Executive.
2.7
“ Performance Goals
” means the goal(s) (or combined goal(s)) determined by the
Committee (in its discretion) to be applicable to the Executive for
a Plan Year as specified in Appendix B hereto. As determined by the
Committee, the Performance Goals applicable to the Executive may be
supplemented to include criteria for achievement using other
measures that the Committee reasonably considers relevant to the
overall performance of the Executive, including but not limited to:
(a) increase in share price, (b) earnings per share, (c) operating
margin, (d) operating income, (e) net operating income, (f)
expenses, (g) economic value added, (h) market share (whether in
selected markets or globally), (i) customer development, (j)
operations efficiencies and (k) specific project success. The
Performance Goals may be applicable to the Company and/or any of
its subsidiaries or individual business units.
2.8
“ Plan Year ”
means the fiscal year of the Company beginning in 2005 and each
succeeding fiscal year of the Company.
SECTION 3
DETERMINATION OF AWARDS
3.1
Determination of Actual
Awards. After the end of each Plan Year, the Committee shall
determine the Actual Award for the Executive by applying the Payout
Formula to the level of actual performance. The Committee shall
then determine whether it shall supplement the Performance Goals
and consider the extent to which such supplemented Performance
Goals applicable to the Executive for the Plan Year were achieved
or exceeded. If applicable, the Committee shall then supplement the
Actual Award in accordance with its determination. Notwithstanding
any contrary provision of the Plan, (a) the Committee, in its
sole discretion, may eliminate or reduce the Actual Award payable
to the Executive below that which otherwise would be payable under
the Payout Formula, (b) if the Executive terminates employment
with the Company prior to the end of the relevant Plan Year, the
Committee shall reduce the Actual Award proportionately based on
the date of termination (and subject to further reduction or
elimination under clause (a) of this sentence).
SECTION 4
PAYMENT OF AWARDS
4.1 Right to Receive Payment .
Each Actual Award that may become payable under the Plan shall be
paid solely from the general assets of the Company. Nothing in this
Plan shall be construed to create a trust or to establish or
evidence the Executive’s claim of any right other than as an
unsecured general creditor with respect to any payment to which the
Executive may be entitled.
4.2 Timing of Payment .
Payment of each Actual Award shall be made within two and one-half
calendar months after the end of the Plan Year during which the
Award was earned.
2
4.3 Form of Payment . Each
Actual Award normally shall be paid in cash (or its equivalent) in
a single lump sum. However, the Committee, in its sole discretion,
may declare any Actual Award, in whole or in part, payable in the
form of a restricted stock bonus in the event the Company adopts an
applicable equity compensation plan. The number of shares granted
shall be determined by dividing the cash amount of the Actual Award
by the fair market value of a share of Company common stock on the
date that the cash payment otherwise would have been made. For this
purpose, “fair market value” shall be defined as
provided in the Company’s equity compensation plan, when or
if adopted.
4.4 Deferral of Actual Awards
. The Committee may establish one or more programs under the Plan
to permit the Executive the opportunity to elect to defer receipt
of Actual Awards. The Committee may establish the election
procedures, the timing of such elections, the mechanisms for
payments of, and accrual of interest or other earnings, if any, on
amounts so deferred, and such other terms, conditions, rules and
procedures that the Committee deems advisable for the
administration of any such deferral program and compliance with
applicable law.
4.5 Payment in the Event of
Death . If the Executive dies prior to the payment of an Actual
Award earned by him for a Plan Year, the Actual Award shall be paid
to the Executive’s Beneficiary. If the Executive fails to
designate a Beneficiary or if each person designated as a
Beneficiary predeceases the Executive or dies prior to distribution
of the Executive’s benefits, then the Committee shall direct
the distribution of such benefits to the Executive’s
estate.
SECTION 5
ADMINISTRATION
5.1
Committee is t