TEKELEC
2009 Executive Officer Bonus Plan
Tekelec
(“Tekelec” or the “ Company
”) believes that a portion of each executive officer’s
annual compensation should be directly related to the
Company’s financial performance. The 2009 Officer Bonus Plan
(“ 2009 Bonus Plan ” or the “
Plan ”) is designed to motivate Tekelec’s
executive officers and to reward them for their continuing
contributions to the Company’s business if, in 2009, the
Company achieves certain financial results. The effective date of
the 2009 Bonus Plan is February 27, 2009 (the “
Effective Date ”).
Each Eligible
Officer (as defined below), by virtue of his or her continuing
employment with Tekelec, will be eligible to receive a bonus
(“ 2009 Bonus ”) based on the
Company’s financial performance as measured by the degree to
which the Company achieves the following pre-set, Board of
Directors-approved, 1 financial targets for the 2009 fiscal year: (i)
Adjusted Operating Income before Bonus, (ii) revenue, and
(iii) orders.
The 2009 Bonus
payable to an Eligible Officer will be calculated as a percentage
of such Officer’s annual base salary of record in effect at
the end of the annual period for which the bonuses are payable (the
“ Salary ”). If an Eligible Officer is on
a leave of absence in excess of 60 days during the annual period,
the Eligible Officer’s Salary will be calculated based on the
Eligible Officer’s annualized actual earnings for the annual
period. In determining an Eligible Officer’s annual base
salary of record or actual earnings, certain compensation and
payments (e.g., reimbursement for moving expenses, bonus payments
received under the 2008 Executive Officer Bonus Plan or this Plan,
stock option or other equity incentive compensation, discretionary
bonuses, disability benefits, sign-on bonuses, vacation cash outs,
and on call pay) shall be excluded.
If an executive
officer commences his/her employment as an Eligible Officer in the
first, second, or third calendar quarter of 2009, then for purposes
of determining the amount payable as a 2009 Bonus, an
Officer’s annual base salary will be prorated based on the
ratio of (i) the number of days that an executive officer
serves as an Eligible Officer during the annual period to
(ii) 365. An executive officer who commences his/her
employment during the fourth calendar quarter of 2009 will not be
eligible to receive a 2009 Bonus.
The following
executive officers have been designated by the Board as “
Eligible Officers ” for purposes of the 2009
Bonus Plan and will be eligible to participate in the 2009 Bonus
Plan (all titles are positions with Tekelec unless otherwise
specified):
Eligible
Officers List
Chief Executive Officer & President
Executive Vice President & Chief Financial Officer
Executive Vice President, Global Product Solutions
Senior Vice President, Corporate Affairs & General
Counsel
|
|
|
|
1
|
|
This and
further references to Board of Directors (“Board”)
action or approval shall be interpreted as a duly adopted Board
resolution following consideration and a recommendation by the
Compensation Committee of the Board, if the Board accepts such
recommendation, or alternatively by a duly adopted resolution of
the Board based on a vote by the independent members of the Board
as defined by NASDAQ rules.
|
1
Senior Vice
President, Global Operations & Service
Vice President, Corporate Controller & Chief Accounting
Officer
Vice President, Information Technology & Chief Information
Officer
A person
appointed as an Executive Officer of the Company after the
Effective Date shall be eligible to participate in the 2009 Bonus
Plan if he/she is expressly designated by the Board as an Eligible
Officer under the 2009 Bonus Plan.
An Eligible
Officer whose title changes after the Effective Date shall be
entitled to participate in the 2009 Bonus Plan on the same terms
and conditions as applied immediately prior to such title change
unless either (i) th
|
