Exhibit 10.1
April 15, 2009
GLOBAL CROSSING
2009
Discretionary Incentive Bonus
Program
COMPANY CONFIDENTIAL
MATERIAL
This Program document is not a
contract.
The Discretionary Incentive Bonus
Program (the “ Program ”) was established
by Global Crossing Limited (together with its subsidiaries, the
“ Company ”) to provide certain
designated employees with the potential for an annual bonus
opportunity. The Program is also intended to assist Global Crossing
in its continuing efforts at attracting, retaining, and motivating
qualified employees and aligning the interests of its employees
toward the collective achievement of company objectives.
As applied to any particular
employee, the Program shall be governed solely by this document and
by the terms of the country-specific addendum for the country in
which the employee is employed (the “ Applicable
Country-Specific Addendum ”). The Applicable
Country-Specific Addendum may vary the provisions and
implementation of the Program provisions as deemed appropriate to
conform with local laws, practices and procedures. In the event of
a conflict between the terms of this document and the Applicable
Country-Specific Addendum, the terms of the Applicable
Country-Specific Addendum shall control.
The Program differs in important
respects from bonus programs used in prior years. This document and
the Applicable Country-Specific Addendum should be read
carefully.
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2.
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PROGRAM
ADMINISTRATION :
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The Program shall be administered by
the Compensation Committee of the Company’s Board of
Directors (the “ Committee ”), which
shall have all powers and authority necessary for carrying out its
duties under the Program. The Committee shall have the full power
and authority to interpret and apply the provisions of the Program,
to make any and all required determinations and calculations, and
to decide with finality any and all other matters or disputes
arising under the Program. To be clear, the Committee shall have
the authority to exercise subjective discretion in all manners of
determining payable final bonus award amounts, if any, to
individual Participants under the Program. The bonus amount
awarded, if any, for each individual Participant may be reduced or
eliminated by the Committee in its sole discretion.
The Committee is empowered to
delegate any or all responsibilities and discretions for Program
administration to Company management, in accordance with such
guidelines as the Committee may approve from time to time. Any
reference herein to the “Committee” shall include such
delegates to the extent of such delegation.
“ Discretionary
Adjustment Factor ” means the authority of the
Committee to adjust the Company’s total calculated Initial
Bonus Pool upward or downward in its sole discretion and its
commensurate authority to ultimately determine whether to award a
bonus amount to any individual Participant and to reduce or
eliminate the amount, if any, thereof based upon such objective and
subjective factors as the Committee may deem appropriate in its
sole discretion.
“ Performance
Criteria ” mean those objective performance measures
approved and utilized as guidelines in the Program by the Committee
to determine the level of the Initial Bonus Award Pool, if any,
which is always then subject to the Discretionary Adjustment
Factor.
The Committee’s decisions and
determinations as to any and all aspects of the Program and/or the
application of its provisions shall be final and binding on all
persons and/or entities concerned about or interested in the
Program in any manner.
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3.
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AMENDMENT
AND MODIFICATION :
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The Committee, in its sole
discretion, at any time, without prior notice and without the
consent of Participants, may suspend or terminate the Program in
its entirety, or may terminate, suspend, modify, amend, or alter
any or all of the Program’s provisions, in whole or in part,
including by any method or in any manner adversely affecting
Participant interests. No Participant individually, nor any group
of Participants, nor any other person or group, shall hold or
accrue any vested entitlement, legal or equitable claim, or
contractual right, whatsoever, under the Program or regarding its
administration or implementation, at any time before the actual
completion of the distribution transactions of any funds or other
awards that the Committee may ultimately determine are to be paid
to Participants under the Program for a plan period.
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4.
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ELIGIBILITY AND PARTICIPATION
:
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The designation of Employees as
Participants under the Bonus Program shall be determined and
approved by the Committee, in its sole discretion. No Employee at
the Company nor any other individuals or groups will have any right
or entitlement to be designated as a Participant in any program
period or subsequently remain a Participant under the
Program.
In order for any Employee to qualify
for a potential payout under the Bonus Program, that Employee must
first comply with all requirements of the Applicable
Country-Specific Addendum, including any requirement to
specifically acknowledge that even if the performance objectives
are in fact achieved, the Committee may decide in its sole
discretion to terminate or modify the Program, to make no payout
under the Program, or to reduce, delay or impose conditions on any
such payout. Each Employee further acknowledges that, except as
otherwise required by applicable law, he or she is solely
responsible for the payment of all taxes (or similar obligations)
in respect of any award made under the Program and that in the
event the Committee elects to make a payout in the form of Company
stock that no guarantee is made by the Company as to the ability of
such Employee to sell such stock or the price that may be received
for it.
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“ Employee ”
means an employee of the Company.
“ Participant ”
means an Employee who is selected by the Committee to participate
in the Program.
All regular non-sales Employees that
are actively employed and maintained on the Company payroll at the
time of actual bonus payment distributions, if any, are eligible to
participate in the Program. In addition, to be eligible, an
employee must be in good standing (no disciplinary warnings or
performance improvement plan) at the time of actual bonus payment
distribution. The Committee, in its sole discretion, may designate
which, if any, Employees will be considered Participants in the
Program by individual, groups, specified job categories,
classifications, levels, subsidiaries, or any other means of
classification.
Employees on a non-regulated, unpaid
leave without benefits on the actual date of bonus payment
distributions are not considered active employees and are therefore
ineligible. Employees in sales commissionable positions, Employees
participating in other special incentive plans, and Employees
covered by a collective bargaining agreement, are ineligible.
Independent contractors, interns, and any individuals in other
non-employee classifications at the Company are ineligible to
participate in the Program.
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5.
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DETERMINATION OF BONUS AWARD
OPPORTUNITIES :
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The determination of bonus award
opportunities for Participants will be generally accomplished as
follows, subject to any changes or