50 of the Top 250 law firms use our Products every day
CARDIAC SCIENCE
EXECUTIVE INCENTIVE PLAN
2009
The goal of
Cardiac Science’s Executive Incentive Plan (the
“Plan”) is to enhance and reinforce the goals of
Cardiac Science Corporation (the “Company”) by
providing Participants with additional financial incentives and
rewards upon the attainment of such goals. Final approval of the
payment of any awards made under the Plan is subject to the sole
discretion of the Compensation Committee. This Plan is intended to
be a “bonus program” as defined under U.S. Department
of Labor Regulation Section 2510.3-2(c) and shall be construed
and administered in accordance with such intention.
The Plan is
effective for the year beginning January 1, 2009 and ending
December 31, 2009.
Unless defined
elsewhere in the Plan, definitions of terms as used throughout this
Plan document are as follows:
|
•
|
|
“Year” or “Plan
Year” means the twelve-month period coinciding with the
Company’s annual fiscal year.
|
|
|
|
|
|
•
|
|
“Participant(s)” means
an employee, or employees, as the case may be, designated and
approved by the Compensation Committee and/or the Chief Executive
Officer to participate in the Plan.
|
SECTION 3
— PLAN ADMINISTRATION
The Plan shall
be administered by the Chief Executive Officer under the oversight
of and subject to the discretion of the Compensation
Committee.
Participation
in the Plan shall be limited to regular employees of the Company
selected by the Chief Executive Officer and/or the Compensation
Committee. In order for an employee to remain eligible to
participate, such employee’s performance in the applicable
Year must be at or above the Company’s performance
expectations for that employee. In selecting Participants, the
Chief Executive Officer and/or the Compensation Committee shall
consider an employee’s position and potential impact on the
Company’s business results and performance. The incentive
award for a Participant who joins the plan mid-Year will be based
on the Participant’s eligible base salary earnings after
becoming a Participant during the Year.
Page 1 of 4
A bonus fund
shall be established for purposes of determining the total award
allocations to each Participant. Computation of the total bonus
pool is described in Section 4 of this Plan. Each Participant
award is determined based on the Participant’s target
incentive percentage of base salary, achievement of company
quantitative goals, and individual performance measures
(Objectives) as discussed in Section 4.
Normal
Payment . An annual
incentive award is not vested until the day the award is paid for a
given Year. In order to receive an award under the Plan, the
Participant receiving the award must be an active employee on the
day the award is paid. Incentive awards shall be made in the first
pay period after the Company has filed its Annual Report on Form
10-K with the SEC; provided that such payment is made not later
than the 15th day of the third calendar month of the calendar year
following the end of the applicable Plan Year. Except as provided
below, no award shall be earned by or paid to a Participant whose
employment is terminated for any reason prior to the payment date,
whether during the Plan Year or during the following calendar year
prior to the payment date.
Approved
Leaves of Absence . If an
employee is on an approved Leave of Absence (subject to Cardiac
Science’s Leave of Absence policy) (a) on the date a
Plan award payment is made that relates to the prior Plan Year and
such Participant was actively employed during the entire prior Plan
Year, such Participant shall be deemed to be employed on the date
of the Plan payment and shall receive his or her full incentive
award as calculated in accordance with Section 4; or (b)
during the Plan Year, such Participant shall receive a
proportionate share of what otherwise would be the
Participant’s incentive award based on his or her eligible
base salary earnings (excluding any company paid short-term
disability) during the portion of the Plan Year that he or she was
actively employed and, if he or she remains on an approved Leave of
Absence on the payment date, he or she will be deemed to be
employed on the payment date.
Death or
Disability . If a
Participant has died or become disabled and is no longer employed
(a) on the date a Plan payment is made that relates to the
prior Plan Year and such Participant was actively employed during
the entire prior Plan Year, such Participant shall be deemed to be
employed on the date of the Plan payment and shall receive his or
her full incentive award as calculated in accordance with
Section 4; or (b) during the Plan Year, such Participant
shall receive a proportionate share of what otherwise would be the
Participant’s incentive award based on his or her eligible
base salary earnings (excluding any company paid short-term
disability) during the portion of the Plan Year that he or she was
actively employed.
Participant
Transfers . If a
Participant is transferred to anot
|
