Exhibit No. 10.47
ADVANCED PHOTONIX, INC.
EXECUTIVE INCENTIVE COMPENSATION PLAN
(amended and restated as of March 6, 2009)
The Advanced Photonix, Inc.
Executive Incentive Compensation Plan (the “Plan”) is
adopted by Advanced Photonix, Inc., a Delaware corporation (the
“Company”).
1. Purpose of the Plan
.
The purpose of this Plan is to
motivate certain designated employees of the Company to achieve
strategic business objectives and to sustain high levels of
performance by tying a significant portion of their compensation to
the achievement of the Company’s financial goals and
pre-established strategic objectives.
2. Definitions .
2.1. “Bonus” has the
meaning set forth in Section 4.1.
2.2. “Bonus
Opportunity” has the meaning set forth in Section
4.4.
2.3. “Committee”
means the Compensation Committee of the Board of Directors of the
Company.
2.4. “EBIT
Percentage” means a percentage computed by dividing
(i) net income plus (a) interest expense and (b) income
taxes, as each such amount is reported on the Company’s
audited or, if the Committee so determines, unaudited Consolidated
Statement of Operations for such Fiscal Year (but, in the case of
each of the amounts described in clauses (a) and (b), only to the
extent such amount was deducted in computing net income for such
Fiscal Year), by (ii) Sales. In the sole discretion of the
Committee, EBIT Percentage may also be adjusted by adjusting net
income to eliminate (i) the costs of acquiring an ownership
interest in any entity during such Fiscal Year, (ii) the operating
results of such acquired entities for such Fiscal Year, (iii)
losses on the impairment of intangible assets or goodwill, (iv)
deductions relating to depreciation and amortization and (v)
stock-based compensation expense (but, in the case of each of the
amounts described in clauses (i) through (v), only to the extent
such amount was taken into account in arriving at net income for
such Fiscal Year). In addition to the foregoing, in the sole
discretion of the Committee, EBIT Percentage may also be adjusted
to account for the amount, if any, by which the aggregate amount
accrued for payment of Bonuses to all Participants for such Fiscal
Year exceeds or is less than the actual amounts of Bonus to be paid
to all Participants for such Fiscal Year.
2.5. “EBIT Percentage
Targets” has the meaning set forth in Section 4.2.
2.6. “Eligible
Salary” means, for each Participant for any Fiscal Year, the
amount of such Participant’s annual base compensation
(determined as of the first day of such Fiscal Year or, if the
Committee subsequently approves any increase or increases in such
compensation during the first six months of such Fiscal Year, the
first day the last such increase is effective) as shown on the
Company's payroll records.
2.7. “Exchange” means
the NYSE Amex or such other nationally-recognized securities
exchange on which the Company’s stock is then
listed.
2.8. “Executive
Employees” means, with respect to any Fiscal Year, the
Company’s Chief Executive Officer, Chief Financial Officer
and Chief Technology Officer and any other executive officer of the
Company designated by the Committee.
2.9. “Fiscal Year”
means the fiscal year of the Company. Fiscal years are referred to
in terms of the calendar year in which the last day of the fiscal
year occurs. Thus, for example, “Fiscal Year 2008”
refers to the Fiscal Year ending on or about March 31,
2008.
2.10. “Matrix” has
the meaning set forth in Section 4.2.
2.11. “Mid-Year
Participant” has the meaning set forth in Section
3.1.
2.12. “Participant”
has the meaning set forth in Section 3.1.
2.13. “Payment Date”
has the meaning set forth in Section 5.
2.14. “Plan” means
this Advanced Photonix, Inc. Executive Incentive Compensation
Plan.
2.15. “Sales” means
net sales of the Company as such amount is reported on the
Company’s audited or, if the Committee so determines,
unaudited Consolidated Statement of Operations for such Fiscal
Year.
2.16. “Sales Targets”
has the meaning set forth in Section 4.2.
3. Eligibility to Participate
In the Plan .
3.1. Each person who is an
Executive Employee on the first day of the Fiscal Year shall be
entitled to participate in the Plan for that Fiscal Year, In
addition, prior to the beginning of each Fiscal Year, the Chief
Executive Officer of the Company may recommend to the Committee
other executive officers of the Company for participation in the
Plan with respect to such Fiscal Year. No later than six (6) months
after the beginning of any Fiscal Year, the Chief Executive Officer
may also recommend to the Committee for participation in the Plan
any person who was not an Executive Employee as of the beginning of
such Fiscal Year but who is an Executive Employee at the time of
such recommendation (a “Mid-Year Participant”). In
either of such cases, the Committee, in its sole discretion, will
designate from among such recommendations those persons who will be
entitled to participate in the Plan for such Fiscal Year. Each
person who participates in the Plan with respect to a Fiscal Year
will be referred to herein as a
“Participant”).
3.2. Notwithstanding that a
person may be a Participant with respect to a Fiscal Year, such
person will not be entitled to a Bonus under the Plan if such
person is not employed by the Company on the Payment Date relating
to such Bonus, and any Bonus otherwise payable to such person in
accordance with Section 4
