EXHIBIT 10.1 CEPHALON, INC. 2005 MANAGEMENT INCENTIVE COMPENSATION PLANExecutive Compensation Plan Agreement |
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EXHIBIT 10.1
CEPHALON, INC.
2005 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 i






