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I-FLOW CORPORATION
Summary of
the
2009 Executive Performance
Incentive Plan
Eligibility . The President and Chief Executive Officer,
Executive Vice President and Chief Operating Officer and Chief
Financial Officer are the three executives eligible to receive cash
and equity awards under the incentive plan. All awards will be made
pursuant to the I-Flow Corporation Amended and Restated 2001 Equity
Incentive Plan (the “Equity Plan”).
Objectives . In the plan, the compensation committee
established 2009 target achievements for the following criteria:
(i) revenue (the “Revenue Target”) and
(ii) net operating profit (excluding interest income, interest
expense, income taxes, stock-based compensation, InfuSystem
Holdings stock impairment/gain or loss, any
board-of-directors-related expenses in excess of $500,000 and
changes to the reserves established in 2008 for litigation and
insurance items) as a percentage of revenue (the “Net
Operating Profit Target”). Measuring actual 2009 results
against the Revenue Target and the Net Operating Profit Target will
determine whether and to what extent the plan objectives have been
achieved.
Administrative . The amount of cash and equity awards available
under the plan will depend upon the extent to which the Revenue
Target and the Net Operating Profit Target have been achieved, with
each factor having equal weight in the computation; provided
, however , that the compensation committee is retaining the
discretion, in consultation with management, to reduce any awards
otherwise earned in highly unusual circumstances where the
committee deems it necessary and appropriate. In order to provide
flexibility to management to operate and grow the company, the
performance criteria may also be adjusted for any major events
during the year; provided , however , that any
adjustment must be approved in advance by the compensation
committee and the board of directors, and the plan impact of any
such events will be decided at the time of such approval. The
allocation of the aggregate awards, if any, among the officers will
be determined by the compensation committee and the board of
directors based on their assessment of the contributions of each
officer.
Award
Minimums/Maximums . In
order to receive an award under the plan, both (i) the
Revenue Target must be at least 94.
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