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Exhibit 10.35
SEMTECH CORPORATION
CHIEF EXECUTIVE OFFICER BONUS PLAN
ARTICLE I
PURPOSE OF THE PLAN
This Plan is established to provide
a further incentive to the Chief Executive Officer (the
“CEO”) of Semtech Corporation (the
“Company”) to promote the success of the Company by
providing an opportunity to receive additional compensation for
beyond normal expected performance measured against corporate
goals. The Plan is intended to achieve the following:
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1.
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Stimulate the
CEO to work to meet objectives consistent with enhancing the
Company’s shareholder value.
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2.
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Facilitate the
Company’s ability to attract, retain, and motivate the
CEO.
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3.
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Help ensure
that the CEO is held accountable, and appropriately rewarded, for
both organizational and individual performance.
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ARTICLE II
DEFINITIONS
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1.
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ANNUAL SALARY
— The regular annualized rate of base salary of the CEO at
the time of calculation of the incentive award payment, but
excluding any incentive compensation, commissions, over-time
payments, option exercise income, the value of restricted stock
vesting, retroactive payments not affecting the base salary or
applicable to the current year, and any other payments of
compensation of any kind.
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2.
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BOARD —
The Board of Directors of the Company.
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3.
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APPROVED
BUSINESS PLAN — The Company’s Annual Business
Plan.
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4.
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COMMITTEE
— The Compensation Committee of the Board of Directors as
from time to time appointed or constituted by the Board of
Directors.
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5.
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COMPANY —
Semtech Corporation and those subsidiaries of which it owns
directly or indirectly 50% or more of the voting stock or other
equity interests.
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6.
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OPERATING
INCOME — Operating income of the Company for the fiscal year
as calculated under GAAP, with such adjustments (i) to take
into account or disregard any items or events that the Committee
determines in its discretion to be non-recurring or extraordinary
and (ii) as the Committee determines to be necessary to best
reflect the operating income from ordinary business
operations.
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7.
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PLAN —
This Semtech Corporation CEO Bonus Plan.
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8.
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PLAN YEAR
— The Company’s fiscal year which ends on the last
Sunday of January of each year.
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ARTICLE III
ELIGIBILITY FOR PARTICIPATION
The Company’s Chief Executive
Officer is the only person eligible to participate in this
Plan.
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ARTICLE IV
INCENTIVE COMPENSATION PAYMENTS
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1.
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CALCULATION AND
AUTHORIZATION OF AWARDS — Any incentive compensation award
(an “Award”) under the Plan shall be calculated, under
the supervision of the Chief Financial Officer, in accordance with
the formula and procedures set forth in Exhibit A hereto and will
be recommended to the Committee for its consideration. No Award is
payable for any Plan Year unless and until the Committee authorizes
the Award.
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2.
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INCENTIVE
COMPENSATION FACTORS – Awards under this Plan shall be based
on the Company Performance Factors and the Individual Performance
Factors that are set forth in the attached Exhibit A.
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3.
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The Committee
may change the method for calculating Plan payments at any time
prior to the end of a Plan Year.
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4.
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METHOD AND TIME
OF PAYMENT
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A.
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Awards
authorized with respect to each Plan Year shall be paid to the CEO
in cash following the close of the Plan Year and within two and
one-half months after the close of the Plan Year. Awards generally
shall be made only to the CEO if he/she is in the employ of the
Company on the date of payment or to the estate of or beneficiaries
designated by a CEO if the CEO has died at the time of the
scheduled payment of any award.
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B.
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In addition, in
its sole discretion the Committee may authorize an award to the CEO
if the CEO terminates employment after the close of the Plan Year
but before awards are paid or a pro-rated award to the CEO if the
CEO terminates employment during a Plan Year.
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C.
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All Incentive
compensation payments shall be made in cash and paid net of any
taxes or other amounts required to be withheld.
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5.
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CLAW-BACK
RELATING TO FINANCIAL RESTATEMENT – Each Award to the CEO
pursuant to the Plan shall be subject to the right of the Company
to recover the payment (and reasonable interest thereon) in the
event that the Committee determines in good faith that any fraud or
misconduct by the CEO has caused or partially caused the need for a
material restatement of the Company’s financial statements
for the Plan Year to which the Plan payment relates. The
Committee’s decision regarding whether the CEO has forfeited
awards is final and binding in the absence of demonstrable fraud or
bad faith on the part of the Committee in making such a
decision.
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6.
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RIGHTS OF
PARTICIPANTS
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A.
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All Awards are
subject to the discretion of the Committee. The CEO shall have no
right to require the Committee to authorize Award under the Plan.
Even though the CEO’s performance may be assessed
periodically during the Plan Year and/or the progress of Operating
Income, Revenue performance or performance relative to peers may be
tracked, all Award are subject to calculation as set forth in
Exhibit A and the discretion of the Committee. The mere existence
of periodic assessments or tracking does not give the CEO any basis
for claiming any incentive compensation under this Plan on a pro
rata basis during the Plan Year or otherwise.
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B.
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Payments
properly made under the Plan and distributed to the CEO shall not
be recoverable from the CEO by the Company, except as specifically
provided under Section 5 of this Article V or as otherwise
required by applicable law.
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C.
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Nothing in this
Plan gives the CEO the right to remain in the employ of the
Compan
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