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The following summarizes the
relevant incentive periods, performance targets, and formulas
established by the Compensation Committee under the 2006 Senior
Executive Plan for 2009.
Incentive
Periods.
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(1)
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Annual
Incentive Period . There
shall be one annual incentive period (the “ Annual
Incentive Period ”) commencing on January 1st.
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(2)
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Quarterly
Incentive Periods . In
addition, there shall be four quarterly incentive periods (the
“Quarterly Incentive Periods ”) commencing on
the first day of each of the Company’s fiscal
quarters.
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(3)
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Base
Salary . Target bonuses
shall be established by the Compensation Committee for each
Participant. The target bonuses shall be expressed in terms of a
percentage of base salary. Fifty percent of the target bonus shall
be based on performance in the Annual Incentive Period and 12.5% of
the target bonus shall be based on performance in each of the
Quarterly Incentive Periods. Based on this allocation of target
bonus, the calculation of bonuses for the Annual Incentive Period
shall be based on 50% of annual base salary as defined below, and
the calculation of bonuses for the Quarterly Incentive Periods
shall be based on 12.5% of base salary as defined below. Base
salary shall be the base salary that is in effect on the date the
final Incentive Award is calculated and shall include foreign
service premiums, but shall not include cost of living allowances
or any other premiums.
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(4)
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Incentive
Period . The Annual
Incentive Period and the Quarterly Incentive Periods are
collectively referred to as the “ Incentive Periods
,” and individually as an “ Incentive Period
.”
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Incentive
Targets
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(1)
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Critical
Success Factors .
“Operating Income” and “Revenue” shall be
the primary performance targets used to determine whether an
Incentive Award shall be paid for an Incentive Period and the
amount of any such Incentive Awards to be paid to a Participant
under the Plan. The Compensation Committee has established
individual performance targets to determine the portion of an
Incentive Award that shall be paid.
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(2)
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Establishment of Incentive Targets
. The Compensation Committee shall
approve minimum level, budget level and stretch level operating
income targets (“Oper Inc Targets ”) , and
minimum level, budget level and stretch level revenue targets (the
“ Rev Targets ”) for each Incentive Period for
each Executive. The targets are referred to as the “
Targets .” The Compensation Committee shall also
approve targets for the additional performance targets (the “
Additional Targets ”).
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Incentive Award
Thresholds
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(1)
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Threshold . In the event that the Company’s
operating income is less than the minimum Oper Inc Target for the
applicable Incentive Period, no Incentive Award shall be paid to
any Participant for such Incentive Period for global results. In
the event operating income for a region is less than the minimum
Oper Inc Target for the region, no Incentive Award shall be paid to
the applicable regional executive Participant for such Incentive
Period for regional results.
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(2)
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Other
Thresholds . If actual
performance is less than the minimum Target of another specified
Target for an Executive in any given Incentive Period, the portion
of the Incentive Award tied to such Target shall not be paid for
such Incentive Period, but this shall not affect the payment of the
portion of the Incentive Award tied to other Targets in which
performance is equal to or greater than the minimum Target of the
applicable Target except as provided in Paragraph (1)
above.
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(3)
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Compensation
Committee Discretion .
Notwithstanding anything to the contrary, the Compensation
Committee may elect not to pay or reduce an Incentive Award
otherwise payable
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