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Compensation Information for
Executive Officers
GTx Executive Bonus Compensation
Plan
Effective January 1, 2007
Amended and Restated November 4, 2008
The objectives of
the GTx Executive Bonus Compensation Plan (the “Bonus
Plan”) are to:
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provide a link between compensation
and performance
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motivate participants to achieve
individual and company objectives
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enable the company to attract and
retain highly qualified executives
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All GTx executive
officers (defined as officers who are vice presidents or above
within the organization) are eligible to participate in the Bonus
Plan for each performance year (which, for purposes hereof, will be
the company’s calendar year commencing with the calendar year
2007), subject to the following exceptions:
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Executive officers who receive a
performance rating by his or her superior (or, for the Chief
Executive Officer (CEO), a rating by the Compensation Committee) of
less than 3 on his or her annual performance evaluation, where 5 is
considered the highest and 1 is the lowest, are not eligible for a
bonus award for that calendar year regardless of whether he or she
obtained the Bonus Plan objectives established at the beginning of
the performance year for the executive.
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Executive officers whose initial
hire date is in November or December of a performance year first
become eligible for a bonus award in the following year.
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Any
executive officer who joins the company before November of the
performance year may be eligible for a prorated bonus award,
depending on the length of service during such year, or may be
eligible for a full bonus award for the performance year if the
Compensation Committee approves such an award.
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Any
GTx employee who is elected to serve as an executive officer of the
company during a performance year may be eligible for a full bonus
award for the performance year if his or her Bonus Plan objectives
are approved by the Compensation Committee as being sufficiently
fair to evaluate the performance of the newly elected executive
officer for such performance year.
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A participant
whose employment is terminated (or who notifies the company that he
or she intends to terminate his or her employment) for any reason
prior to the payment date will not
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be eligible for
a bonus award. Bonuses earned under this Bonus Plan will be paid
not later than March 15 of the year following the year as to
which performance relates. Amounts payable under this Bonus Plan
are intended to be exempt from the application of Section 409A
of the Internal Revenue Code of 1986, as amended, pursuant to
Treasury Regulation Section 1.409A-1(b)(4) and this Bonus
Plan shall be interpreted to the greatest exten
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