Exhibit 10.1
AVID TECHNOLOGY,
INC.
Avid Technology Park
One Park West
Tewksbury, MA 01876
2009 EXECUTIVE BONUS
PLAN
On March 17, 2009 (the “
Effective Date ”), the Compensation Committee (the
“ Committee ”) of the Board of Directors of Avid
Technology, Inc. (the “ Company ”) adopted this
2009 Executive Bonus Plan (the “ Plan
”).
The purpose of this Plan is: (i) to
advance the interests of the Company’s stockholders by
enhancing the Company’s ability to attract, retain and
motivate its executive officers, and (ii) to reward its executive
officers for their contributions toward the achievement of certain
Company and business unit financial goals. Except where the context
otherwise requires, the term “ Company ,” as
used in this Plan, includes any of the Company’s present or
future parent or subsidiary corporations, as defined in Sections
424(e) or (f) of the Internal Revenue Code of 1986, as amended, and
any regulations promulgated thereunder, and any other business
venture (including, without limitation, joint venture or limited
liability company) in which the Company has a controlling interest,
as determined by the Board.
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2.
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FINAL AUTHORITY; ADMINISTRATION
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The Committee will administer and
have final authority on all matters relating to the Plan, except as
otherwise set forth herein. The Committee may interpret and
construe the Plan, decide any and all matters arising under or in
connection with the Plan, and correct any defect, supply any
omission or reconcile any inconsistency in the Plan in the manner
and to the extent it deems expedient to carry the Plan into effect.
Additionally, the Committee may amend, suspend, revoke or terminate
the Plan at any time. All bonus payouts under the Plan are subject
to prior approval by the Committee. All decisions by the Committee
will be made in the Committee’s sole discretion and will be
final and binding on all persons having or claiming any interest in
the Plan.
All of the Company’s executive
officers will be eligible to participate in the Plan, excluding
executive officers hired after September 30, 2009. Eligible
executive officers must be employed by the Company on December 31,
2009 in order to receive a bonus, if any, under this Plan. An
eligible executive officer who ceases to be employed by the
Company, other than as a result of termination by the Company for
cause, after December 31, 2009, but prior to the bonus payout date,
will be entitled to receive a bonus pursuant and subject to the
terms and conditions of this Plan. For purposes of the Plan, the
following individuals will be deemed to be employed by the Company
as of December 31, 2009: (i) any executive officer on an approved
leave of absence on that date, and (ii) any executive officer who
in 2009 becomes disabled and qualifies for benefits under the
Company’s long-term disability plan. For individuals who
become executive officers of the Company during 2009 as a result of
an acquisition, initial eligibility for participation in the Plan
will be determined by the Committee on a case-by-case basis. Each
eligible executive officer is deemed a “ Participant
” in the Plan.
There are two categories of
Participants: (1) “ BU Participants, ” which
comprise the Vice President and General Manager, Audio; the Vice
President and General Manager, Video; and the Vice President of
Customer Success, and (2) “ Corporate Participants,
” which comprise all Participants other than BU
Participants.
Each Participant has been designated
by the Company as being eligible to earn a target bonus amount
equal to a percentage of the Participant’s base salary (the
“ Bonus Percentage ”).
Each Participant’s “
Target Bonus Amount ” for 2009 is his or her Bonus
Percentage multiplied by the base salary paid to him or her in
2009. For purposes of the Plan, base salary inclu