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Exhibit 10.20
Executive Incentive
Plan
On May 12, 2009, the
Compensation Committee of the Board of Directors (the
“Committee”) of American Superconductor Corporation
(the “Company”), as well as the Board of Directors of
the Company, approved an executive incentive plan for the
Company’s fiscal year ending March 31, 2010
(“fiscal 2009”). Participants in the plan include the
Company’s Chief Executive Officer and all other executive
officers. The Committee is responsible for determining the payout
under the plan to each executive officer except the Chief Executive
Officer. The Board of Directors of the Company determines the
payout under the plan for the Chief Executive Officer, taking into
account the recommendation received from the Committee.
Pursuant to the plan, the Committee
designated for each executive officer a target cash incentive
amount, expressed as a percentage of the officer’s base
salary. In establishing these targets, the Committee took into
account for each officer the level of total compensation including
base salary, cash incentive and equity paid by similar companies
for comparable positions based on market data compiled by the
Company’s outside compensation consultant Pearl
Meyer & Company and the Company’s Vice President of
Human Resources.
The amount of the incentive award
actually paid to each executive officer may be less than or greater
than the executive’s target cash incentive, with the amount
capped at 156% of the target incentive. Individual incentive awards
will be determined following the end of fiscal 2009 based on the
following factors and their corresponding weightings:
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the Company’s net income
(loss) before amortization of acquisition-related intangibles,
restructuring and impairments, stock-based compensation expense,
other unusual charges and any tax effects related to these items
for fiscal 2009 as compared to the tar
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