Exhibit 10.1
CEPHALON, INC.
2009 MANAGEMENT INCENTIVE
COMPENSATION PLAN
SECTION 1. PURPOSE. The purpose of the
Cephalon, Inc. Management Incentive Compensation Plan (the
“Plan”) is to provide Participants (as defined)
employed by Cephalon, Inc. (the “Company”) and its
affiliates with incentive compensation based upon the level of
achievement of financial and other performance criteria. The Plan
will enhance the ability of the Company and its affiliates to
attract and retain individuals of exceptional managerial talent
upon whom, in large measure, the sustained progress, growth and
profitability of the Company depends.
SECTION 2. DEFINITIONS. As used in the
Plan, the following terms shall have the meanings set forth
below:
(a) “AWARD” means a
cash payment.
(b) “BOARD” means
the Board of Directors of the Company.
(c) “COMMITTEE”
means the Stock Option and Compensation Committee of the Board (or
any successor committee).
(d) “EXECUTIVE
OFFICER” means an executive officer of the Company as
appointed by the Board of Directors or other key
employee.
(e) “MEASUREMENT
PERIOD” means a period of time selected by the Committee for
which performance will be measured for purposes of
Section 4.
(f) “MAXIMUM AWARD”
means the limitation on awards payable under this Plan in any year,
which for the Chairman/Chief Executive Officer is 300% of his
annual base salary and for any other Participant is 110% of the
Participant’s annual base salary.
(g) “PARTICIPANT”
means any Executive Officer selected by the Committee to
participate in the Plan.
(h) “PERFORMANCE
PERIOD” means a period of time selected by the Committee to
which an Award relates.
(i) “TARGET AWARD”
means an Award level that may be paid if certain performance
criteria are achieved.
(j) “THRESHOLD
PERFORMANCE” means a level of performance that supports a
minimum payout; the threshold performance level is established each
year reflecting
