VOLTERRA SEMICONDUCTOR CORPORATION
MANAGEMENT BONUS PLAN
The following are the terms of
the annual Management Bonus Plan approved by the Compensation
Committee of the Board of Directors of Volterra Semiconductor
Corporation (the “Company”) on January 23, 2009
(the “Plan”).
A. Purpose
1. The terms of the Plan
have been established to attract, motivate, retain and reward the
Company’s executive officers for assisting the Company in
achieving its operational goals through exemplary
performance.
2. Under the Plan, cash
bonuses, if any, will be based on both the achievement of specified
individual and corporate goals as well as a review of personal
performance, which will be determined at the discretion of the
Compensation Committee.
B. Determination of Bonus
Amounts
1. The target bonus amount
for each executive officer is based on a percentage of base salary
paid to such executive officer during the year.
2. The aggregate bonus pool
available to be distributed to the chief executive officer and
other executive officers of the Company will be based on the
Company’s financial performance, as compared against certain
net revenue and operating income goals for the current year,
excluding the impact of any stock-based compensation charges or
other expenses excluded with the approval of the Compensation
Committee. The percentage of the aggregate bonus pool for the
executive officers of the Company actually earned will be weighted
such that one-third of the aggregate bonus pool will be based on
the Company’s year-end net revenue results, as compared to
current year internal targets, and two-thirds of the aggregate
bonus pool will be based on the Company’s year-end non-GAAP
operating income, as compared to current year internal targets.
The
