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GLOBAL CROSSING 2009 Discretionary Incentive Bonus Program

Equity Incentive Plan Agreement

GLOBAL CROSSING 2009 Discretionary Incentive Bonus Program | Document Parties: GLOBAL CROSSING LTD You are currently viewing:
This Equity Incentive Plan Agreement involves

GLOBAL CROSSING LTD

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Title: GLOBAL CROSSING 2009 Discretionary Incentive Bonus Program
Governing Law: New York     Date: 8/4/2009
Industry: Communications Services     Sector: Services

GLOBAL CROSSING 2009 Discretionary Incentive Bonus Program, Parties: global crossing ltd
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Exhibit 10.1

April 15, 2009

GLOBAL CROSSING

2009

Discretionary Incentive Bonus Program

COMPANY CONFIDENTIAL MATERIAL

This Program document is not a contract.

 

1.

OVERVIEW :

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.

 

2.

PROGRAM ADMINISTRATION :

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.

 

3.

AMENDMENT AND MODIFICATION :

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.

 

4.

ELIGIBILITY AND PARTICIPATION :

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.

 

2


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.

 

5.

DETERMINATION OF BONUS AWARD OPPORTUNITIES :

The determination of bonus award opportunities for Participants will be generally accomplished as follows, subject to any changes or


 
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