Exhibit 10.21
Virage Logic
Corporation
FY2009 Executive MBO
Plan
1. Purpose
The Virage Logic Corporation FY2009
Executive MBO Plan (the “Plan”) is intended to:
(i) enhance shareholder value by promoting direct linkages
between key executive contributions and company performance;
(ii) support achievement of the business objectives of Virage
Logic Corporation and its subsidiaries (the “Company”);
and (iii) promote retention of key executives.
2. Effective
Date
This Plan is effective for the
Company’s 2009 fiscal year beginning October 1, 2008,
through September 30, 2009 (the “Fiscal Year”).
This Plan is limited in time and will expire automatically on
September 30, 2009 (“Expiration Date”). This Plan
also supersedes all prior bonus or incentive plans, whether with
the Company or any subsidiary or affiliate thereof, or any written
or verbal representations regarding the subject matter of this
Plan.
3.
Administration
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a)
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The Plan shall
be administered by the Compensation Committee of the Board of
Directors of the Company (the “Administrator”). The
Administrator shall have all powers and discretion necessary or
appropriate to administer the Plan and to control its operation,
including, but not limited to, the power to (a) determine
which executives are eligible to participate in the plan,
(b) prescribe the terms and conditions of Payouts (as further
defined in Section 5 below, the “Payouts”),
(c) interpret the Plan and the Payouts, (d) adopt rules
for the administration, interpretation and application of the Plan
as are consistent therewith, and (e) interpret, amend or
revoke any such rules. The Chief Financial Officer, Director of
Human Resources and the Worldwide Corporate Controller will be
responsible for implementing the Plan.
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b)
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All
determinations and decisions made by the Administrator, the Board,
and any delegate of the Administrator pursuant to the provisions of
the Plan shall be final, conclusive, and binding on all persons,
and shall be given the maximum deference permitted by
law.
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c)
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The Company
shall provide a summary description of the Plan to each Participant
(as defined in Section 4). Such officers as the Administrator
may designate shall provide the Administrator with such interim
reports on progress toward achievement of MBOs by Participants as
the Administrator may request from time to time.
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4.
Eligibility
All executives directly reporting to
the CEO and certain other executives may be eligible to participate
in this Plan, provided he or she is designated by the Administrator
as a participant and as to whom the Administrator has not, in its
sole discretion, withdrawn such designation (a
“Participant”) and he or she meets all the following
conditions:
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a)
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is employed by
the Company as a full-time regular employee at the time of
payout
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b)
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is not
concurrently participating in a sales incentive or commission plan,
or in any other profit sharing or bonus plan provided by the
Company without the express approval of the
Administrator;
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c)
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an executive
who begins employment or otherwise becomes eligible for
participation will do so on a pro-rated basis, based on complete
weeks.
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d)
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has not
transferred to a position with the Company that is not eligible for
participation in the Plan (as determined in the
Administrator’s sole discretion)
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e)
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is not subject
to a performance improvement plan or other disciplinary actions (as
evidenced by the Company’s personnel records relating to such
person)
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5. Plan
Metrics
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a)
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Payout under
this Plan for each Participant will be calculated based upon the
following formula: ( S (goal weighting * goal achievement)) * On
Target Bonus); provided, however, that no amounts shall be paid
ou
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