Exhibit 10.1
STERIS CORPORATION INCENTIVE
COMPENSATION PLAN (BONUS PLAN)
1. Objective.
The objective of the STERIS
Corporation Incentive Compensation Plan (the “Bonus
Plan” or “Plan”) is to encourage greater
initiative, resourcefulness, teamwork, efficiency, and achievement
of objectives on the part of key employees whose performance and
responsibilities directly affect the performance of STERIS
Corporation (“STERIS”) and its subsidiaries
(collectively, together with STERIS, the
“Company”).
2. Eligibility.
Participation in the Plan will be
limited to those key employees that are selected for participation
on an annual basis and will normally include employees at or above
the rank of Manager. Key employees selected for participation each
year will be notified of their participation and given the
parameters for bonus calculations early in the fiscal
year.
A participant will be eligible to
receive a bonus earned under the Plan for a particular fiscal year
if and only if he or she remains in the employ of the Company
through the end of that fiscal year and thereafter through the date
on which bonuses are paid for the fiscal year.
3. Target Bonus.
Each participant will be assigned a
percentage target bonus based upon his or her position and level
within the Company. The target bonus will range from 5% to 100% of
the participant’s base salary.
4. Financial Goals.
Each year the Compensation and
Corporate Governance Committee of the Board of Directors of STERIS
(“Committee”) will select a threshold performance
target or targets for the Company, the attainment of which will be
a prerequisite to the payment of any bonuses under the Plan. In
addition, the Committee will select one or more measures of current
year financial performance for the Company as a whole, such as
revenue growth, free cash flow, earnings before interest and taxes
(EBIT), margins, and net income, to be used as goals for
determining the payment of bonuses under the Plan. Each year the
Committee (or its delegatee) may also select one or more measures
of financial performance for Company business segments or business
units to be used for determining the payment of bonuses under the
Plan for participants who are associated with such segments or
units. The Committee (or its delegatee) may also determine that a
participant’s bonus eligibility will depend in part on goals
for the Company as a whole and in part on goals for one or more
business segments or business units. For each financial goal, the
Committee will designate numerical “threshold,”
“target,” and “maximum” levels of
achievement. The maximum will be assigned a percentage of target up
to 200%. The Committee may adjust the threshold, target and maximum
levels of achievement if the Company records a special charge or
credit or other conditions occur that the Committee determines
should be disregarded or reflected, either partially or in their
entirety, when calculating the amounts of bonuses to be paid under
the Plan. These conditions may include, but are not limited to,
those described in Section 12.
5. Weighting of Goals.
Each year during which the Committee
selects more than one goal to be applicable to any participant or
group of participants, the Committee will also specify the weight
to be given to each such goal. For example, the Committee might
determine to give 75% weight to EBIT and 25% weight to free cash
flow.
6. Achievement
Percentages. The
threshold, target, and maximum performance target levels will be
determined by the Committee, with each target or goal based on
Company performance with respect to that goal. For
example:
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a.
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If performance
is below the threshold level, the bonus achievement percentage will
be 0.
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b.
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If performance
is at the target level, the bonus achievement percentage will be at
100%.
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c.
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If performance
is at or above the maximum level, the bonus achievement percentage
will be the assigned maximum percentage.
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For performance at any level between
the threshold and target or target and maximum, the bonus
achievement percentage will be interpolated (unless otherwise
established by the Committee). For example, if performance is
exactly half way between the threshold and target, the bonus
achievement percentage will be 50%.
7. Individual
Performance. Upon
determination of a participant’s bonus based on Company
performance, the participant’s personal performance is
considered when determining the final bonus amount.
8. Calculation of
Bonuses. No bonuses will
be paid for a fiscal year unless the performance of the Company is
at least equal to the threshold performance target(s) level
selected by the Committee for the year. Assuming that the criterion
is met, a participant’s bonus will be determined by
multiplying his or her target bonus by the achievement percentages
attained during the year, taking into account the weighting of
goals, as appropriate. If the threshold level is not attained for
any goal, no bonus will be earned with respect to that goal. The
bonus earned by any participant during a fiscal year based on
Company and / or business segment or unit performance may range
from zero (if performance is below threshold on all goals or in
other circumstances) to a maximum percentage of target bonus
selected by the Committee (if performance is at or above maximum on
all goals). A participant’s bonus amount may be decreased or
eliminated, or may be increased based on personal performance. The
aggregate bonuses payable to all participants in respect of any
fiscal year are subject to the determination of the Committee and
may not exceed the pool amount for that year.
9. Pool Amount.
A pool amount is calculated for
bonuses payable for each fiscal year. The aggregate bonuses payable
to all participants in respect of any fiscal year may not exceed
the pool amount for that fiscal year. The pool amount is equal to
the sum of the bonus payments all participants would be entitled to
receive based upon Company and/or business segment or unit
performance without giving effect to personal
performance.
10. Payment of Earned
Bonuses. Unless the
Committee determines not to pay bonuses or to pay all or any part
of bonuses under the Plan earlier, bonuses earned under the Plan
will be paid to participants not later than 75 days after the end
of the fiscal