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KEITHLEY INSTRUMENTS, INC.
2009 Annual Incentive Compensation Plan
Keithley
Instruments, Inc. (the “Company”) has established an
Annual Incentive Compensation Plan (the “Plan”) as part
of a competitive compensation program for the officers and key
management employees of the Employers (as defined below). This Plan
is also referred to as the Short-Term Incentive Compensation
Plan.
The
Company desires to attract, retain and incent talented employees to
enable the Company to meet its financial and business objectives.
The objective of the Plan is to provide an opportunity to those
employees whose performance has a significant impact on the
Company’s short-term and long-term profitability to earn
annual incentive compensation based on such
profitability.
The
Plan is administered by the Compensation and Human Resources
Committee of the Board of Directors of the Company (the
“Committee”). The Committee:
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a.
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May
amend, modify, or discontinue the Plan.
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b.
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Will designate Plan Participants at
the officer level.
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c.
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Will review and approve the annual
performance criteria.
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d.
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Will approve individual incentive
compensation Awards to Participants who are officers.
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e.
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Delegates to the Chief Executive
Officer of the Company the power to designate Plan Participants and
approve incentive compensation Awards to Participants who are not
officers.
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f.
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Except as determined by the
Committee, a Participant must be employed on September 30 of
the Award Term in order to be entitled to receive an Award
hereunder. Notwithstanding the foregoing, the Committee may approve
a pro rata incentive compensation Award for Participants who
terminate employment prior to September 30 of the Award Term,
provided those Participants were actively at work for the first one
hundred and eighty days in the Award Term and (1) whose employment
is terminated due to death, Disability, Retirement or (2) at
the recommendation of the Chief Executive Officer.
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The
Committee shall have complete authority to interpret all provisions
of this Plan consistent with law, to prescribe the form of any
instrument evidencing any Award granted or paid under this Plan, to
adopt, amend and rescind general and special rules and regulations
for its administration, and to make all other determinations
necessary or advisable for the administration of this Plan. A
majority of the Committee shall constitute a quorum, and the action
of members of the Committee present at any meeting at which a
quorum is present or acts unanimously approved in writing by all
Committee members, shall be the act of the Committee. All acts and
decisions of the Committee with respect to any questions arising in
connection with the administration and interpretation of this Plan,
including the severability of any or all of the provisions hereof,
shall be conclusive, final and binding upon the Company and all
present and former Participants and employees and their respective
descendants, successors and assigns. No member of the Committee
shall be liable for any such act or decision made in good
faith.
Determination of Individual Incentive
Compensation Awards
Target
incentive percentage for each Participant in the Plan will be
established at the beginning of each Award Term and approved by the
Committee, if required, or the Chief Executive Officer in cases
where he has been delegated power by the Committee and will be
established with consideration of competitive market data.
Individual target incentive compensation will be calculated at the
end of the Award Term based on performance against the criteria.
Individual incentive compensation may then be further modified
based on a Participant’s performance and contributions for
the year by up to 25% either plus or minus of target payout. If a
Participant’s performance during the Award Term is determined
to be unsatisfactory, the Committee, or the Chief
Executive
Officer in the
case of non-officers, reserves the right to reduce the
Participant’s Award for the Award Term to zero. Individual
incentive compensation Awards may not exceed two (2) times the
Target Incentive Award.
Promptly
following the Commi
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