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Exhibit
10.16
FLIR SYSTEMS,
INC.
2007 EXECUTIVE BONUS
PLAN
The purpose of this Plan is
to attract, retain and motivate key executives by providing cash
performance awards. The Plan is intended to ensure that the Awards
paid under the Plan are deductible without limitation under Code
Section 162(m).
Unless the context otherwise
requires, the follow terms have the meanings set forth
below:
a. “Award” means
the total Performance Award as determined under the
Plan.
b. “Board” means
the Board of Directors of the Company.
c. “Code” means
the Internal Revenue Code of 1986, as amended and any successor
thereto.
d. “Committee”
means the Compensation Committee of the Board or such other
committee as the Board may appoint to administer the Plan, all of
whose members will satisfy the requirements to be “outside
directors,” as defined under Code Section 162(m) and
Treasury Regulations Section 1.162-27(e)(3), and is comprised
of at least two members.
e. “Company”
means FLIR Systems, Inc. and any successor by merger, consolidation
or otherwise.
f. “Eligible
Employee” means the Company’s Chief Executive officer
and any other employees of the Company or its Subsidiaries that are
“covered employees” as defined in Code
Section 162(m)(3).
g. “Employee Target
Award” means the targeted performance award for a Performance
Period specified by the Committee as provided in Section 5
hereof.
h. “Exchange Act”
means the Securities Exchange Act of 1934, as amended and any
successor thereto.
i. “Participant”
means an Eligible Employee selected, in accordance with
Section 4 hereof, to be eligible to receive an Award for a
specific Performance Period.
j. “Performance
Award” means the amount paid or payable under Section 6
hereof.
k. “Performance
Goal” means the objective performance goals, formulae or
standards that the Committee will establish in accordance with
Section 6(b) hereof.
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l. “Performance
Period” means a period of time as determined by the Committee
over which the Performance Goal is measured. The Performance Period
need not be identical for all Awards or Participants and the
Committee may establish multiple Performance Periods within one
fiscal or calendar year or different Performance Periods for
individual Participants.
m. “Plan” means
this FLIR Systems, Inc. 2007 Executive Bonus Plan.
n. “Subsidiary”
means, other than the Company, (i) any corporation in an
unbroken chain of corporations beginning with the Company which
owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain; (ii) any corporation or trade or
business (including, without limitation, a partnership or limited
liability company) which is controlled fifty percent (50%) or
more (whether by ownership of stock, assets or an equivalent
ownership interest or voting interest) by the Company or one of its
Subsidiaries; or (iii) any other entity in which the Company
or any of its Subsidiaries has a material equity interest and which
is designated as a “Subsidiary” by resolution of the
Committee.
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ADMINISTRATION OF THE PLAN |
a. The Plan will be
administered by the Committee. The Committee will have the
exclusive authority and responsibility to: (i) interpret the
Plan; (ii) select Participants; (iii) set the Employee
Target Awards and Performance Goals for Awards within the Plan
guidelines; (iv) certify attainment of Performance Goals and
other material terms; (v) reduce Awards as provided herein;
(vi) authorize the payment of all Awards and expenses of the
Plan as they become payable under the Plan; (vii) adopt, amend
and rescind rules and regulations relating to the Plan and its
operation; and (viii) make all other determinations and take
all other actions necessary or desirable for the Plan’s
administration including, without limitation, correcting any
defect, supplying any omission or reconciling any inconsistency in
this Plan in the manner and to the extent it will deem necessary to
carry this Plan into effect, but only to the extent any such action
would be permitted under Code Section 162(m).
b. Decisions of the Committee
will be made by a majority of its members. All decisions of the
Committee on any question concerning the Plan, including selection
of Participants, the amount and criteria for an Award and the
interpretation and administration of the Plan will be final,
conclusive and binding upon all parties. The Committee may rely on
information, and consider recommendations, provided by the Board or
the executive officers of the Company. The Plan is intended to
comply with Code Section 162(m), and all provisions contained
herein will be limited, construed and interpreted in a manner to
comply therewith.
c. No member of the Committee
will be liable for any action, omission, or determination relating
to the Plan, and the Company will indemnify and hold harmless each
member of the Committee and each other director or employee of the
Company or its affiliates to whom any duty or power relating to the
administration or interpretation of the Plan has been delegated
against any cost or expense (including counsel fees, which fees
will be paid as incurred) or liability (including any sum paid in
settlement of a claim with the approval of the Committee) arising
out of or in connection with any action, omission or determination
relating to the Plan, unless, in each case, such action, omission
or determination was taken or made by such
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member of the Committee in bad faith and
without reasonable belief that it was allowed or required by the
Plan. The foregoing provisions are in addition to and will not be
deemed to limit or modify, any exculpatory rights or rights to
indemnification or the advancement of expenses that any such
persons may now or hereafter have, whether under the
Company’s articles or bylaws, the Oregon Business Corporation
Act, or otherwise.
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ELIGIBILITY AND PARTICIPATION |
a. For each Performance
Period, the Committee will select the Eligible Employees who are to
participate in the Plan.
b. No person will be entitled
to participate in this Plan or receive any Award under this Plan
for any Performance Period unless he or she is so designated as a
Participant for that Performance Period. The Committee may add to
or delete Eligible Employees from the list of designated
Participants at any time and from time to time, in its sole
discretion, subject to any limitations required to comply with Code
Section 162(m). Selection of an Eligible Employee to
participate in the Plan for one Performance Period will not entitle
the Eligible Employee to participate in any other Performance
Period.
a. For each Participant for
each Performance Period, the Committee may specify a targeted
performance award, which will be referred to herein as an Employee
Target Award. The Employee Target Award may be expressed, at the
Committee’s discretion, as a fixed dollar amount, a
percentage of base pay or total pay (excluding payments made under
this Plan), or an amount determined pursuant to an objective
formula or standard. Establishment of an Employee Target Award for
a Participant for a Performance Period will not imply or require
that the same level or any Employee Target Award be set for any
subsequent Performance Period or for any other Participant. At the
time the Performance Goals are established (as provided in
Section 6(b) below), the Committee will prescribe a formula to
determine the percentages (which, subject to Section 6(e)
hereof, may be greater than one-hundred percent (100%)) of the
Employee Target Award which may be payable based upon the degree of
attainment of the Performance Goals during
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