Affiliated Computer Services (ACS)

receivables and unearned revenue (per the cash flow statement)). ACS Corporate includes all of the above performance goals in addition to growth in consolidated earnings per share.

 

No bonuses were payable if the Company’s growth in consolidated earnings before interest and taxes was less than 4% and no bonuses were payable to business unit participants in the FY07 Bonus Plan if that particular business unit’s growth in earnings before interest and taxes was less than 5%. Further, at least 50% of a particular performance goal must have been achieved before it was included in the calculation of the overall achievement of the performance goals, except for cash flow, which was included if a pre-determined minimum amount was met. The FY07 Bonus Plan performance goals were approved by the Compensation Committee.

 

We have not disclosed target levels with respect to specific quantitative or qualitative performance-related factors considered by the Compensation Committee because disclosure of the specific performance goals would give our competitors information that could be leveraged for competitive advantage which would result in competitive harm to the Company. In fiscal year 2007, the executive officers earned approximately 80% of the maximum bonus under the FY07 Bonus Plan. In fiscal year 2006, no bonuses were paid to the executives under the fiscal year 2006 performance based incentive compensation plan, which contained similar performance goals as the FY07 Bonus Plan (however, discretionary bonuses were paid to each of the Group President of the Commercial Solutions Group (Ms. Vezina) and the Group President of the Government Solutions Group (Mr. Burlin); to one of our other current executive officers, but who was not an executive officer at the time of payment; and, in accordance with his agreement with us, one of our executive officers was paid a commission for acquisitions and divestures during the fiscal year). In fiscal year 2005, executive officers earned approximately 53% of the maximum bonus under the fiscal year 2005 performance based incentive compensation plan.

 

Mr. Deason, the only named executive officer who participated in the FY07 Bonus Plan, was entitled to receive a bonus percentage of up to 250% of his base salary. The maximum bonus that any executive officer received for the fiscal year 2007 under the FY07 Bonus Plan was $1,835,468, which was the bonus paid to Mr. Deason. The Compensation Committee certified the achievement of the performance goals before the bonuses were paid.

 

 

Approximately seven hundred (700) of our officers and other
senior management personnel participated in our FY07 Bonus Plan,
including our Chairman of the Board, Darwin Deason, and certain
other executive officers who were not named executive officers.

 

The performance goals were established for Mr. Deason based
on the following components:

 

 

Equal weight was given to each of the Consolidated ACS and ACS
Corporate components in determining the achievement of
performance goals by Mr. Deason. The performance goals for
the FY07 Bonus Plan were: revenue growth; growth in earnings
before interest and taxes; growth in earnings before interest,
taxes, depreciation and amortization; and a cash flow metric
(determined as earnings before interest, taxes, depreciation and
amortization, plus non-operating (income) expense (excluding
intercompany interest), plus equity compensation expense per
SFAS 123(R), less such unusual items such as gain or loss
on divestiture, plus/minus capital expenditures and additions to
intangible assets (per the cash flow statement), plus/minus
changes in accounts

receivables and unearned revenue (per the cash flow statement)).
ACS Corporate includes all of the above performance goals in
addition to growth in consolidated earnings per share.

 

No bonuses were payable if the Company’s growth in
consolidated earnings before interest and taxes was less than 4%
and no bonuses were payable to business unit participants in the
FY07 Bonus Plan if that particular business unit’s growth
in earnings before interest and taxes was less than 5%. Further,
at least 50% of a particular performance goal must have been
achieved before it was included in the calculation of the
overall achievement of the performance goals, except for cash
flow, which was included if a pre-determined minimum amount was
met. The FY07 Bonus Plan performance goals were approved by the
Compensation Committee.

 

We have not disclosed target levels with respect to specific
quantitative or qualitative performance-related factors
considered by the Compensation Committee because disclosure of
the specific performance goals would give our competitors
information that could be leveraged for competitive advantage
which would result in competitive harm to the Company. In fiscal
year 2007, the executive officers earned approximately 80% of
the maximum bonus under the FY07 Bonus Plan. In fiscal year
2006, no bonuses were paid to the executives under the fiscal
year 2006 performance based incentive compensation plan, which
contained similar performance goals as the FY07 Bonus Plan
(however, discretionary bonuses were paid to each of the Group
President of the Commercial Solutions Group (Ms. Vezina)
and the Group President of the Government Solutions Group
(Mr. Burlin); to one of our other current executive
officers, but who was not an executive officer at the time of
payment; and, in accordance with his agreement with us, one of
our executive officers was paid a commission for acquisitions
and divestures during the fiscal year). In fiscal year 2005,
executive officers earned approximately 53% of the maximum bonus
under the fiscal year 2005 performance based incentive
compensation plan.

 

Mr. Deason, the only named executive officer who
participated in the FY07 Bonus Plan, was entitled to receive a
bonus percentage of up to 250% of his base salary. The maximum
bonus that any executive officer received for the fiscal year
2007 under the FY07 Bonus Plan was $1,835,468, which was the
bonus paid to Mr. Deason. The Compensation Committee
certified the achievement of the performance goals before the
bonuses were paid.

 

The performance goals were established for Mr. Deason based on the following components:

 

 

Equal weight was given to each of the Consolidated ACS and ACS Corporate components in determining the achievement of performance goals by Mr. Deason. The performance goals for the FY07 Bonus Plan were: revenue growth; growth in earnings before interest and taxes; growth in earnings before interest, taxes, depreciation and amortization; and a cash flow metric (determined as earnings before interest, taxes, depreciation and amortization, plus non-operating (income) expense (excluding intercompany interest), plus equity compensation expense per SFAS 123(R), less such unusual items such as gain or loss on divestiture, plus/minus capital expenditures and additions to intangible assets (per the cash flow statement), plus/minus changes in accounts receivables and unearned revenue (per the cash flow statement)). ACS Corporate includes all of the above performance goals in addition to growth in consolidated earnings per share.

 

No bonuses were payable if the Company’s growth in consolidated earnings before interest and taxes was less than 4% and no bonuses were payable to business unit participants in the FY07 Bonus Plan if that particular business unit’s growth in earnings before interest and taxes was less than 5%. Further, at least 50% of a particular performance goal must have been achieved before it was included in the calculation of the overall achievement of the performance goals, except for cash flow, which was included if a pre-determined minimum amount was met. The FY07 Bonus Plan performance goals were approved by the Compensation Committee.

 

We have not disclosed target levels with respect to specific quantitative or qualitative performance-related factors considered by the Compensation Committee because disclosure of the specific performance goals would give our competitors information that could be leveraged for competitive advantage which would result in competitive harm to the Company. In fiscal year 2007, the executive officers earned approximately 80% of the maximum bonus under the FY07 Bonus Plan. In fiscal year 2006, no bonuses were paid to the executives under the fiscal year 2006 performance based incentive compensation plan, which contained similar performance goals as the FY07 Bonus Plan (however, discretionary bonuses were paid to each of the Group President of the Commercial Solutions Group (Ms. Vezina) and the Group President of the Government Solutions Group (Mr. Burlin); to one of our other current executive officers, but who was not an executive officer at the time of payment; and, in accordance with his agreement with us, one of our executive officers was paid a commission for acquisitions and divestures during the fiscal year). In fiscal year 2005, executive officers earned approximately 53% of the maximum bonus under the fiscal year 2005 performance based incentive compensation plan.

 

Mr. Deason, the only named executive officer who participated in the FY07 Bonus Plan, was entitled to receive a bonus percentage of up to 250% of his base salary. The maximum bonus that any executive officer received for the fiscal year 2007 under the FY07 Bonus Plan was $1,835,468, which was the bonus paid to Mr. Deason. The Compensation Committee certified the achievement of the performance goals before the bonuses were paid.