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 a
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