Exhibit 10.2
SUMMARY OF
DDi CORP.
2009 SENIOR MANAGEMENT BONUS
PROGRAM
1. Purpose and Effective
Date . The bonus
program, effective as of January 1, 2009, shall be known as
the DDi Corp. 2009 Senior Management Bonus Program (the
“Bonus Program”). It is a performance-based bonus
program for the benefit of a select group of employees of
(a) DDi Corp., a Delaware corporation (“DDi
Corp.”); (b) Dynamic Details, Incorporated, a California
corporation and DDi Corp.’s principal operating subsidiary
(“Dynamic Details”); and (c) any of the other
subsidiaries of DDi Corp. who are selected for participation as
provided herein (“Participants”). The Bonus Program is
intended to qualify as a compensation or bonus plan that is exempt
from the application of the Employee Retirement Income Security Act
of 1974, as amended, by reason of Section 3 of such Act.
Unless otherwise noted, the term the “Company” shall
refer to DDi Corp. and/or any of its subsidiaries, as
applicable.
2. Eligibility and
Participation . Eligibility and participation shall be at the
sole discretion of DDi Corp. In order to become a Participant
eligible to receive benefits, an employee must be selected for
participation in the sole discretion of the Compensation Committee
of the Board of Directors of DDi Corp. (the “Compensation
Committee”). Management of DDi Corp. will notify in writing
those employees determined by the Compensation Committee to be
eligible for participation in the Bonus Program.
3. Performance Bonus
. The Bonus Program is
designed to encourage Participants to perform in a satisfactory
manner over the course of calendar year 2009. The annual
performance bonus (“Bonus”) payable to Participants who
remain employed by the Company on the date that bonuses are paid
under the Bonus Program (the “Distribution Date”). The
Bonus shall consist of two components, (i) a Target EBITDA
Bonus, which is based upon the achievement of EBITDA from DDi
Corp.’s consolidated operations less the total amount of
bonus payments awarded under the Bonus Program (“Net
EBITDA”), and (ii) a Target Performance Bonus, which is
based on the achievement of job-specific performance objectives of
each Participant and further limited by the Company having achieved
its Net EBITDA objective.
(a) Administration of Bonus
Program . The Compensation Committee shall administer the Bonus
Program. For fiscal year 2009, the Compensation Committee shall
review and approve the target Net EBITDA, and, with respect to each
Participant, the maximum Target EBITDA Bonus, the maximum Target
Performance Bonus, job-specific performance objectives and a
mechanism for calculating the percent completion of such
performance objectives (“Performance Percent
Complete”). In describing job-specific performance
objectives, the Compensation Committee and the Company shall use
best efforts to ensure that such objectives are written, disclosed
to the Participant, quantitatively measurable, and capable of being
objectively evaluated.
(b) Target EBITDA Bonuses .
Participants shall be eligible to receive a Target EBITDA Bonus
hereunder only to the extent that the Company’s “Net
EBITDA %” (actual Net EBITDA measured by DDi Corp. divided by
target Net EBITDA) is equal to or greater than 80% (seventy
percent). The Target EBITDA Bonus for each Participant shall be
equal to the Participant’s maximum Target EBITDA Bonus
multiplied by the applicable “% Target EBITDA Bonus,”
as per the table set forth on Appendix A attached hereto.
For purposes of the Bonus Program, Net EBITDA shall not include the
impact of non-recurring charges or gains, consistent with the
approach used for reporting “Adjusted EBITDA” in DDi
Corp.’s quarterly earnings releases. A Participant shall not
be eligible to receive a Target EBITDA Bonus if the Participant
fails to achieve at least 50% (fifty percent) of his or her
personal performance goals for calendar year 2009.
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(c) Target Performance
Bonuses . Participants shall be eligible to receive a Target
Performance Bonus only to the extent that the Net EBITDA % exceeds
50% (fifty percent). The Target Performance Bonus for each
Participant shall be equal to the Participant’s maximum
Target Performance Bonus multiplied by (i) the
Participant’s Performance Percent Complete multiplied by
(ii) the applicable % Target Performance Bonus as per the
table set forth on Appendix A attached hereto.
(d) Committee Discretion .
The Compensation Committee shall have the sole discretion and
authority to make further adjustments to the Company’s Net
EBITDA which will be used to calculate the Bonuses under the Bonus
Program to take into account, as well as to disregard, any events
that the Compensation Committee considers extraordinary. The
Compensation Committee shall have discretion to grant discretionary
bonuses to Participants in the event that the Company achieves Net
EBITDA of more than 126% or more of the Company’s Net EBITDA
objective. The Compensation Committee shall also have discretion to
grant discretionary bonuses to Participants based upon individual
performance or the occurrence of events that the Compensation
Committee considers extraordinary.
(e) Form and Time of Payment.
The Bonus payable to a Participant hereunder shall be paid as soon
as administratively practicable following the completion of the
audit of the Company’s 2009 financial statements by the
Company’s independent registered public accounting firm, but
in no event shall such Distribution Date be later than
March 31, 2010. The payment of each bonus shall be subject to
the Company’s collection of all applicable federal, state and
local income and employment withholding taxes, as and when those
taxes become due and payable.
(f) Satisfactory Performance
Required. The Bonus is contingent on satisfactory service
through the Distribution Date (except as otherwise expressly set
forth in section 4(c), below) and on terms and conditions specified
herein. Notwithstanding any provisions of the Bonus Program to the
contrary, the Company retains the right to reduce, eliminate or
otherwise modify the Bonus for any Participant if at any time
during calendar year ended December 31, 2009 (the “Bonus
Period”), senior management of Dynamic Details, in their sole
judgment, determines that such Participant’s performance is
substandard.
(g) Corporate Transactions and
Change of Control . The obligations of the Bonus Program shall
be binding on any employer that acquires, through a stock purchase
or merger, or through an asset purchase, or otherwise, part or all
of DDi Corp. or an employer following a Change of Control. A
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