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3Bonus Plan for Executive
Officers
Adopted by the Compensation
Committee of the Board of Directors on July 7,
2009
1.
Purpose . The Compensation Committee of the Board of
Directors of 3Com Corporation (together with its affiliates, the
“Company”) has adopted this Plan in order to provide
incentives in the form of cash bonuses to the Company’s
executive officers to make significant contributions to the
Company’s success and profitability.
(a) This Plan
shall be administered by the Compensation Committee (the
“Committee”) of the Company’s Board of Directors.
Subject to the express terms of the Plan, the Committee shall have
full power and authority to construe, interpret and administer the
Plan. The Committee’s decisions hereunder shall be final and
binding.
(b) The
Committee shall from time to time: (i) determine the executive
officers who will participate in the Plan (each, a
“Participant”) for any fiscal year or other period (a
“Performance Period”); (ii) set a target bonus
amount and any additional potential bonus amounts for each
Participant for each Performance Period; and (iii) establish
Performance Goals in accordance with Section 3 and any other
terms and conditions applicable to participants’ incentive
bonuses for each Performance Period.
(c) A
Participant’s potential bonus and applicable Performance
Goals established under the Plan shall be evidenced by a writing
delivered to the Participant and containing such other terms and
conditions not inconsistent with the provisions of the Plan as the
Committee considers necessary or advisable to achieve the purposes
of the Plan or to comply with applicable tax and regulatory laws
and accounting principles.
(a) The
Committee shall establish for each Participant and for each
Performance Period one or more goals related to the performance
(defined by absolute and/or relative measures) of the Company, any
of its divisions, business units, subsidiaries, regions, products
or lines of business, and/or the Participant personally
(“Performance Goals”). Such Goals may be based on any
one or more of the following criteria: revenue; revenue growth;
sales; expenses; margins; net income; earnings or earnings per
share; cash flow; shareholder return; return on investment; return
on invested capital, assets, or equity; profit before or after tax;
operating profit (GAAP or non-GAAP); return on research and
development investment; market capitalization; product development
and improvements; market share; cycle time reductions; customer
satisfaction measures; strategic positioning or marketing programs;
business/information systems improvements; expense management;
infrastructure support programs; human resource programs; customer
programs; technology development programs; and any other financial
metric(s) and/or operational or strategic programs. Personal
performance may be a multiplier against other Performance
Goals.
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