Exhibit
10.1
SonoSite,
Inc.
FY2009
Variable Incentive Bonus Plan
1.
Purpose
The
SonoSite, Inc FY2009 Variable Incentive Bonus Plan (the
“Plan”) is intended to: (i) enhance shareholder
value by promoting strong linkages between employee contributions
and company performance; (ii) support achievement of the
business objectives of SonoSite, Inc. and its subsidiaries (the
“Company”); and (iii) promote retention of
participating employees. The Plan is intended to achieve
these objectives through the payment of “Cash Awards”
or “Stock Awards” pursuant to the SonoSite, Inc.
Amended and Restated 2005 Stock Incentive Plan, as approved by the
Company’s stockholders on April 22, 2008 (the
“SIP”). If there is any conflict between the
Plan and the SIP, the SIP will prevail.
2.
Effective Date
This
Plan is only effective for the Company’s 2009 fiscal year
beginning January 1, 2009, through December 31, 2009 (the
“Plan Year”). This Plan is limited in time and will
expire automatically on December 31, 2009 (“Expiration
Date”). This Plan also supersedes all prior bonus or
commission incentive plans, whether with the Company or any
subsidiary or affiliate thereof, or any written or verbal
representations regarding the subject matter of this
Plan.
3.
Administration
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(a)
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The
Plan shall be administered by the Compensation Committee of the
Board of Directors of the Company (the
“Administrator”). The Administrator shall have all
powers and discretion necessary or appropriate to administer the
Plan and to control its operation, including, but not limited to,
the power to (a) determine which employees are eligible to
participate in the Plan, (b) prescribe the terms and
conditions of the variable incentive plan payouts hereunder (as
further defined in Section 5 below, the “VIP
Payouts”), (c) certify the applicable Matrix Percentage
Factors (as defined in Section 5 below) after the completion
of the Plan Year, (d) interpret the Plan and the VIP Payouts,
(e) adopt rules for the administration, interpretation and
application of the Plan as are consistent therewith, and
(f) interpret, amend or revoke any such rules. The
Company’s President and its Vice President, Human Resources
will be responsible for implementing the Plan.
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(b)
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All
determinations and decisions made by the Administrator, the Board,
and any delegate of the Administrator pursuant to the provisions of
the Plan shall be final, conclusive, and binding on all persons,
and shall be given the maximum deference permitted by
law.
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(c)
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Subject,
where applicable, to the requirements of Section 162(m)(4)(C)
of the Internal Revenue Code of 1986, as amended (the
“Code”), the Administrator, in its sole discretion and
on such terms and conditions as it may provide, may delegate all or
part of its authority and powers under the Plan to one or more
directors and/or officers of the Company.
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(d)
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The
Company shall provide a copy of the Plan to each Participant (as
defined in Section 4 below) and communicate to each
Participant his or her Incentive Target Percentage as well as
provide information about the Performance Graph (as each such term
in defined in Section 5 below).
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4.
Eligibility
Any
full-time regular employee of the Company may be eligible to
participate in this Plan, provided he or she is designated by the
Administrator as a participant and as to whom the Administrator has
not, in its sole discretion, withdrawn such designation (a
“Participant”) and he or she meets all the following
conditions:
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(a)
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He or
she has signed the individualized Executive Compensation Plan to
which this Plan is attached;
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(b)
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He or
she is a full-time regular employee of the Company as of both
(1) the last day of the Plan Year, and (2) the date the
payment is made (subject to Section 6 below);
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(c)
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He or
she is not concurrently participating in a sales incentive or
commission plan, or in any other bonus plan operated by or bonus
contract with the Company;
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(d)
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He or
she has not entered into an agreement relating to termination of
his or her employment with the Company (other than an employment
agreement or offer letter, change of control agreement, or equity
compensation agreement that provides for certain benefits in
connection with the Participant’s future termination of
employment);
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(e)
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He or
she has not transferred to a position with the Company that either
(1) is not eligible for participation in this Plan (as
determined in the Administrator’s sole discretion), or
(2) is eligible for participation in another annual bonus
program offered by the Company; and
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(f)
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He or
she is not subject to a Performance Improvement Plan or other
disciplinary actions, including not having engaged in any activity
that the Administrator determines to be competitive with the
Company and its business.
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5.
Plan Metrics
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(a)
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Each
Participant shall be designated in writing as a
Participant. Subject to Section 5(b), the VIP
Payout under this Plan for each Participant will be calculated
based upon the following formula (the “Payout
Formulas”):
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Base
Salary
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X
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Incentive
Target Percentage
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X
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Matrix
Percentage Factor
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=
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VIP
Payout
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The
“Base Salary” is the Participant’s base salary
actually paid to the Participant for the Plan Year; provided that
such base salary will be prorated based on hire or promotion date
or to take into account any leaves of absence. Nothing
in this Plan, or arising as a result of a Participant’s
participation in this Plan, shall prevent the Company from changing
a Partici
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