Avid Technology 8-K 2009
AVID TECHNOLOGY, INC.
Avid Technology Park
One Park West
Tewksbury, MA 01876
2009 EXECUTIVE BONUS PLAN
On March 17, 2009 (the Effective Date), the Compensation Committee (the Committee) of the Board of Directors of Avid Technology, Inc. (the Company) adopted this 2009 Executive Bonus Plan (the Plan).
The purpose of this Plan is: (i) to advance the interests of the Companys stockholders by enhancing the Companys ability to attract, retain and motivate its executive officers, and (ii) to reward its executive officers for their contributions toward the achievement of certain Company and business unit financial goals. Except where the context otherwise requires, the term Company, as used in this Plan, includes any of the Companys present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder, and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Board.
The Committee will administer and have final authority on all matters relating to the Plan, except as otherwise set forth herein. The Committee may interpret and construe the Plan, decide any and all matters arising under or in connection with the Plan, and correct any defect, supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent it deems expedient to carry the Plan into effect. Additionally, the Committee may amend, suspend, revoke or terminate the Plan at any time. All bonus payouts under the Plan are subject to prior approval by the Committee. All decisions by the Committee will be made in the Committees sole discretion and will be final and binding on all persons having or claiming any interest in the Plan.
All of the Companys executive officers will be eligible to participate in the Plan, excluding executive officers hired after September 30, 2009. Eligible executive officers must be employed by the Company on December 31, 2009 in order to receive a bonus, if any, under this Plan. An eligible executive officer who ceases to be employed by the Company, other than as a result of termination by the Company for cause, after December 31, 2009, but prior to the bonus payout date, will be entitled to receive a bonus pursuant and subject to the terms and conditions of this Plan. For purposes of the Plan, the following individuals will be deemed to be employed by the Company as of December 31, 2009: (i) any executive officer on an approved leave of absence on that date, and (ii) any executive officer who in 2009 becomes disabled and qualifies for benefits under the Companys long-term disability plan. For individuals who become executive officers of the Company during 2009 as a result of an acquisition, initial eligibility for participation in the Plan will be determined by the Committee on a case-by-case basis. Each eligible executive officer is deemed a Participant in the Plan.
There are two categories of Participants: (1) BU Participants, which comprise the Vice President and General Manager, Audio; the Vice President and General Manager, Video; and the Vice President of Customer Success, and (2) Corporate Participants, which comprise all Participants other than BU Participants.
Each Participant has been designated by the Company as being eligible to earn a target bonus amount equal to a percentage of the Participants base salary (the Bonus Percentage).
Each Participants Target Bonus Amount for 2009 is his or her Bonus Percentage multiplied by the base salary paid to him or her in 2009. For purposes of the Plan, base salary includes regular wages and vacation, sick time and holiday pay, but not leave of absence, bonus or other premium pay.
The score assigned to each Plan Metric will then be multiplied by the relevant Plan Metric weight to determine the weighted score for that Plan Metric. The sum total of these weighted scores, as set forth below, is the Overall Score (note that there will be one Overall Score for Corporate Participants and separate Overall Scores for each BU Participant):
(Target Bonus Amount) x (Overall Score) = Bonus Payout
Notwithstanding the preceding, if the Company has an operating loss for 2009, the bonus payout will be reduced to zero for each Participant.