ZBRA » Topics » Under the 2008 Management Bonus Plan

This excerpt taken from the ZBRA DEF 14A filed Apr 21, 2009.
Under the 2008 Management Bonus Plan.

Company Consolidated Income From Operations1 means Income from Operations as reported in the Company’s management reports, adjusted to remove the impact of changes in foreign exchange rates. In the event of acquisitions, generally the acquired company budget and actual financial performance is applied to the 2008 Management Bonus Plan financial objectives as of the first of the quarter following 6 months after the acquisition closing.

SPG Consolidated Direct Operating Profit1 means Direct Operating Profit as reported in the Company’s management reports for the Consolidated Specialty Printer Group (“SPG”), adjusted to remove the impact of changes in foreign exchange rates.

ZES Revenue” means Zebra Enterprise Solutions (“ZES”) total GAAP revenue for 2008.

ZES EBITDA” means ZES Operating Profit (GAAP) as reported in the Company’s management reports, adjusted to remove the impact of euromax bonus payments and labor expenses charged to the marine terminal systems reserve, plus interest, taxes, depreciation, amortization, and 123(R) compensation expense.

ZES Total Bookings” means total ZES bookings during 2008 after any allocations for GAAP vendor specific objective evidence calculations.

1       Specifically excludes such expense items as (i) amortization of intangibles; (ii) FAS123(R) compensation expense; (iii) one-time charges, non-operating charges or expenses incurred that are not under the control of operations management, as ratified by the Compensation Committee; (iv) Board of Directors project activities (e.g., CEO search, director searches); or (v) gains or losses on the sale of assets. The foregoing list is not exhaustive and is meant to represent examples of the kind of expenses typically excluded from the calculations of Consolidated Income from Operations and Direct Operating Profit.

This excerpt taken from the ZBRA 10-Q filed Apr 30, 2008.

2008 Management Bonus Plan


SECTION 1 – PURPOSE

1.1 Purpose: Zebra Technologies Corporation and its subsidiaries (“Zebra”) provides a Management Bonus Plan (the “Plan”) to focus the attention of participants on growing the business based on a specific set of goals and to reward performance in attaining these goals. While Associates play many different roles within the Company, the Company will be successful only if all Associates are focused on achieving common goals, strive individually for functional excellence in their assigned roles, and contribute to organizational excellence as a team. The Plan is established pursuant to the 2006 Zebra Technologies Corporation Incentive Compensation Plan and is subject to the provisions set forth therein.

SECTION 2 – DEFINITIONS

2.1 Definitions: Wherever used herein, the following terms shall have the respective meanings set forth below, unless otherwise expressly provided. When the defined meaning is intended, the term is capitalized.

 

  (a) “Associate” shall mean an employee of Zebra Technologies Corporation or one of its subsidiaries.

 

  (b) “Base Earnings” shall mean the actual gross base pay received, while an eligible Participant, during the Plan Year. Base Earnings shall exclude payments of all other bonuses, commissions, imputed income, and any other non-base pay forms of compensation.

 

  (c) “Bonus Award” shall mean the award earned by a Participant based on a comparison of actual year-end results against the Financial Performance Goals and Individual Performance Goals established at the beginning of the Plan Year.

 

  (d) “Cause” shall mean a Participant’s failure to follow directives and policies of the Company, the failure to follow the reasonable directives of a superior, willful malfeasance, gross negligence, acts of dishonesty, or conduct injurious to the Company.

 

  (e) “Committee” shall mean the Compensation Committee of the Board of Directors of Zebra Technologies Corporation.

 

  (f) “Company” shall mean Zebra Technologies Corporation and its subsidiaries.

 

  (g) “Financial Performance Goal” shall mean the budgeted level of operating profit, for the Company or applicable business unit, as further defined in Section 4.2 and Exhibit A.

 

  (h) “Individual Performance Goals” shall mean clear, specific, and measurable goals that are aligned with the overall goals of the Company or applicable business unit, and are approved by the applicable business unit or functional Vice President.

 

  (i) “Participant” shall mean an Associate of the Company who is in a position meeting the defined eligibility criteria for participation in the Plan, as stated in Sections 3.1 and 3.2.

 

  (j) “Performance Payout Percentage” shall mean the amount of Target Bonus Percentage awarded based on the level of goal achievement.

 

  (k) “Plan” shall mean the Zebra Technologies Corporation and Its Subsidiaries 2008 Management Bonus Plan in the form established and defined herein.

 

  (l) “Plan Year” shall mean the fiscal year of Zebra Technologies Corporation, which extends from January 1, 2008 through December 31, 2008.

 

  (m)

“Section 16 Officers” shall mean any officers of the Company as defined in Rule 16a-1


 

under the Securities Exchange Act of 1934, as amended.

 

  (n) “Target Bonus Percentage” shall mean the percent of Base Earnings which would be paid to a Participant if the respective target levels of the Financial Performance Goals and Individual Performance Goals applicable to such Participant in the Plan Year were achieved.

SECTION 3 – ELIGIBILITY AND PARTICIPATION

3.1 Eligibility: Eligibility for participation in the Plan will be limited to those Associates who, by the nature and scope of their position, regularly and directly make or influence policy or operating decisions which impact the growth, profitability, and earnings results of the Company. For purposes of this Plan, such Associates are limited to the Chief Executive Officer, Vice Presidents, Directors, and Managers, by job title, provided they are assigned a salary grade of E-12 or above; provided, however, that non-US Associates and Associates within the Enterprise Solutions Group (ESG) who are not assigned salary grades will be eligible for participation in the Plan based upon job title only. Department supervisors also may be considered eligible for participation provided they are in an exempt salaried position and regularly supervise no less than four direct reports. Any Associate participating in a sales incentive or commission arrangement or any other bonus program shall be excluded from participation in this Plan unless otherwise determined by the Committee.

3.2 Participation: Participation in the Plan shall be determined annually by the Vice President, Human Resources; provided, however, that participation by Section 16 Officers of the Company shall be determined by the Committee. Associates approved for participation shall be notified of their selection.

3.3 Partial Plan Year Participation: The Vice President, Human Resources may allow an Associate who becomes eligible during the Plan Year, either as a new hire or as a result of an internal promotion, to participate in the Plan provided, however, that participation by Section 16 Officers of the Company shall be determined by the Committee. In such case, only Base Earnings received, while an eligible Participant, in the Plan Year shall be used in calculating the Bonus Award. Newly hired Associates or Associates who first become eligible as a result of an internal promotion must have a hire date or a promotion date prior to November 1, 2008.

3.4 Changes In Participation Level and/or Organizational Unit: A Participant who changes positions and/or is assigned to a different organizational unit (as defined by their reporting relationship), during the Plan Year, shall have their Bonus Award calculated on a prorated basis using the time eligible in each situation to account for changes in the calculation components. However, if such a change occurs on or after November 1, 2008, the Participant’s Bonus Award will be calculated for the full Plan Year using the measures of the immediately preceding position.

3.5 Leave of Absence: A Participant on an approved leave of absence, as defined by the Family and Medical Leave Act of 1993, shall be considered eligible for a full Bonus Award payable at the same time as other Participants. A Participant on any other form of approved leave of absence shall have their Bonus Award calculated on a partial year basis, payable at the same time as other Participants or upon their return to active duty, whichever is later.

3.6 No Right to Participate: Participation by an Associate in a bonus plan in any period prior to the Plan Year does not provide a right or entitlement to be selected for participation in the Plan Year or any future period.

SECTION 4 – BONUS AWARD DETERMINATION

4.1 Eligibility for Bonus Award: Except as provided in Section 6, in order to be eligible to receive a Bonus Award for any Plan Year, a Participant must be employed continuously as a Participant through the entire Plan Year (or partial Plan Year, in accordance with Section 3.3) and at the time that the Bonus Award is paid.

4.2 Financial Performance Goals: The Financial Performance Goals for the Company and its


business units are set forth in Exhibit A. The Financial Performance Goals shall represent the target level of performance required to earn one hundred percent (100%) of the Target Bonus Percentage. The Performance Payout Percentages that will be awarded for achievement of the respective Financial Performance Goals at various performance levels are set forth in Exhibit A. In no case shall the Performance Payout Percentage exceed 200%, nor shall payment of a Bonus Award be made to a Participant for achievement of a Financial Performance Goal that falls below the applicable minimum performance level set forth in Exhibit A for such Financial Performance Goal.

4.3 Individual Performance Goals: All Participants, except those assigned a job title of Vice President and above, shall be required to establish Individual Performance Goals for the Plan Year. Individual Performance Goals shall be clear, specific, measurable, aligned with overall Company goals and approved by their functional Vice President. The performance level, for each individual performance goal, shall be determined by dividing actual results by the applicable Individual Performance Goal. The Performance Payout Percentage for various achievement levels shall be determined in accordance with the following scale:

Maximum performance level = Maximum Performance Payout Percentage (200%)

Target performance level = Target Performance Payout Percentage (100%)

Minimum performance level = Minimum Performance Payout Percentage (0%)

Performance Payout Percentages for achievement between these levels shall be calculated on a linear basis. In no case shall the Performance Payout Percentage exceed 200%, nor shall payment be made for achievement that falls below the minimum performance level.

4.4 Bonus Components: All Participants, except those assigned a job title of Vice President and above, shall have their individual Bonus Award calculated on the basis of two independent bonus components: a financial performance component and an individual performance component. These two bonus components will be calculated separately and added together to determine the Participant’s Bonus Award. Participants assigned a job title of Vice President or higher shall have their individual Bonus Award calculated on the basis of the financial performance component only, with no individual performance component. The assignment and weighting of bonus components shall be communicated to Participants at the same time as their eligibility notification.

4.5 Bonus Award Calculation: At the end of each Plan Year, the Company shall evaluate actual results against Financial Performance Goals and, where applicable, against Individual Performance Goals, and compute Bonus Awards for each Participant. These computations shall be made using the following formula:

This excerpt taken from the ZBRA 8-K filed Mar 31, 2008.

2008 Management Bonus Plan

On March 25, 2008, the Compensation Committee (the “Committee”) of the Board of Directors of Zebra Technologies Corporation (the “Company”) approved (i) the 2008 Management Bonus Plan (the “2008 Plan”), and (ii) the 2008 target bonus awards for the Company’s named executive officers (“Named Officers”) under the 2008 Plan.

Bonus awards for the Named Officers under the 2008 Plan are based solely on a financial performance component, which consists of the achievement of certain financial performance goals of the Company and, if applicable, of the participant’s assigned business unit. These financial performance goals are expressed in terms of financial performance measures which are described the 2008 Plan (individually, a “Financial Performance Goal,” and collectively, the “Financial Performance Goals”). In cases where multiple Financial Performance Goals are used, such as when the target bonus award is tied to the performance of the Company and of a business unit, a relative weight is assigned to each of the Financial Performance Goals such that the total of all weights assigned to the multiple Financial Performance Goals for a Named Officer equals 100%.

Each Named Officer will be eligible to receive a portion of his target bonus award under the 2008 Plan upon the achievement of more than 85% of his Financial Performance Goal, 100% of his target bonus award upon the achievement of 100% of his Financial Performance Goal, and 200% of his target bonus award upon achievement of 107.5% of his Financial Performance Goal. Bonuses under the 2008 Plan will be interpolated on a straight line basis for achievement of performance levels between the applicable points of reference on the bonus scale as described in the 2008 Plan. The maximum award payable to each Named Officer under the 2008 Plan is 200% of his target bonus award.

The Committee also approved the following target bonus percentages (expressed as a percentage of actual base earnings received in 2008) for the Named Officers: for Anders Gustafsson, whose annualized base salary is $700,000, a 100% target; for Charles R. Whitchurch, whose annualized base salary commencing March 31, 2008 is $297,000, a 50% target; for Philip Gerskovich, whose annualized base salary commencing March 31, 2008 is $378,000, a 50% target; for Hugh Gagnier, whose annualized base salary commencing March 31, 2008 is $338,000, a 45% target; and for Veraje Anjargolian, whose annualized base salary commencing March 31, 2008 is $256,100, a 45% target. Messrs. Gustafsson’s, Whitchurch’s and Gerskovich’s target bonus percentages are based on consolidated income from operations of the Company. Mr. Gagnier’s and Mr. Anjargolian’s target bonus percentages are based on multiple Financial Performance Goals, with 75% of their respective target bonus percentages being tied to the consolidated income from operations of the Company and 25% of their respective target bonus percentage being tied to the direct operating profit of their assigned business unit. Messrs. Gagnier’s and Anjargolian’s assigned business unit is Specialty Printer Group.

 

1


This excerpt taken from the ZBRA 8-K filed May 1, 2007.

2007 Management Bonus Plan

On April 25, 2007, the Compensation Committee (the “Committee”) of the Board of Directors of Zebra Technologies Corporation (the “Company”) approved (i) the 2007 Management Bonus Plan (the “2007 Plan”), and (ii) the 2007 target bonus awards for the Company’s named executive officers (“Named Officers”) under the 2007 Plan.

Bonus awards for the Named Officers under the 2007 Plan are based solely on a financial performance component, which consists of the achievement of certain financial performance goals of the Company and, if applicable, of the participant’s assigned business unit. These financial performance goals are expressed in terms of financial performance measures which are described in Exhibit A to the 2007 Plan (individually, a “Financial Performance Goal,” and collectively, the “Financial Performance Goals”). In cases where multiple Financial Performance Goals are used, such as when the target bonus award is tied to the performance of the Company and of a business unit, a relative weight is assigned to each of the Financial Performance Goals such that the total of all weights assigned to the multiple Financial Performance Goals for a Named Officer equals 100%.

Each Named Officer will be eligible to receive a portion of his target bonus award under the 2007 Plan upon the achievement of 86.7% of his Financial Performance Goal, 100% of his target bonus award upon the achievement of 100% of his Financial Performance Goal, and 200% of his target bonus award upon achievement of 106.6% of his Financial Performance Goal. Bonuses under the 2007 Plan will be interpolated on a straight line basis for achievement of performance levels between the applicable points of reference on the bonus scale described in Section 4.2 of the 2007 Plan. The maximum award payable to each Named Officer under the 2007 Plan is 200% of his target bonus award.

The Committee also approved the following target bonus percentages (expressed as a percentage of base earnings to be paid in 2007) for the Named Officers: for Edward L. Kaplan, whose annualized base salary commencing April 2, 2007 is $700,000, an 80% target; for Charles R. Whitchurch, whose annualized base salary commencing April 2, 2007 is $286,800, a 50% target; for Philip Gerskovich, whose annualized base salary commencing April 2, 2007 is $365,800, a 50% target; for Hugh Gagnier, whose annualized base salary commencing April 2, 2007 is $324,900, a 45% target; and for Veraje Anjargolian, whose annualized base salary commencing April 2, 2007 is $256,100, a 45% target. Mr. Kaplan’s, Mr. Whitchurch’s and Mr. Gerskovich’s target bonus percentages are based on consolidated income from operations of the Company. Mr. Gagnier’s and Mr. Anjargolian’s target bonus percentages are based on multiple Financial Performance Goals, with 25% of their respective target bonus percentages being tied to the consolidated income from operations of the Company and 75% of their respective target bonus percentage being tied to the direct operating profit of their assigned business unit. Mr. Gagnier’s assigned business unit is Specialty Printer Solutions; and Mr. Anjargolian’s assigned business unit is Card Printer Solutions.

The summary of the 2007 Plan contained herein is qualified in its entirety by reference to the 2007 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 


This excerpt taken from the ZBRA 8-K filed Jul 18, 2006.

2006 MANAGEMENT BONUS PLAN

SECTION 1 - PURPOSE

1.1        Purpose: Zebra Technologies Corporation and its subsidiaries (“Zebra”) sponsors a Management Bonus Plan (the “Plan”) to focus the attention of participants on growing the business based on a specific set of goals and to reward performance in attaining these goals. While Associates play many different roles within the Company, the Company will be successful only if all Associates are focused on achieving common goals, strive individually for functional excellence in their assigned roles, and contribute to organizational excellence as a team.

SECTION 2 - DEFINITIONS

2.1        Definitions: Wherever used herein, the following terms shall have the respective meanings set forth below, unless otherwise expressly provided. When the defined meaning is intended, the term is capitalized.

 

  (a) “Associate” shall mean an employee of Zebra Technologies Corporation or one of its subsidiaries.

 

  (b) “Base Earnings” shall mean the actual gross base pay received, while an eligible Participant, during the Plan Year. Base Earnings shall exclude payments of all other bonuses, commissions, imputed income, and any other non-base pay forms of compensation.

 

  (c) “Bonus Award” shall mean the award earned by a Participant based on a comparison of actual year-end results against the Financial Performance Goals and Individual Performance Goals established at the beginning of the Plan Year.

 

  (d) “Cause” shall mean a Participant’s failure to follow directives and policies of the Company, the failure to follow the reasonable directives of a superior, willful malfeasance, gross negligence, acts of dishonesty, or conduct injurious to the Company.

 

  (e) “Committee” shall mean the Compensation Committee of the Board of Directors of Zebra Technologies Corporation.

 

  (f) “Company” shall mean Zebra Technologies Corporation and its subsidiaries.

 

  (g) “Financial Performance Goal” shall mean the budgeted level of operating profit, adjusted to remove the effect of foreign currency fluctuations, for the Company or applicable business unit, for the Plan Year.

 

  (h) “Individual Performance Goals” shall mean clear, specific, and measurable goals that are established at the beginning of the Plan Year, are aligned with the overall goals of the Company or applicable business unit, and are approved by the applicable business unit or functional Vice President.

 

  (i) “Participant” shall mean an Associate of the Company who is in a position meeting the defined eligibility criteria for participation in the Plan, as stated in Sections 3.1 and 3.2., for a specified Plan Year.

 

  (j) “Performance Payout Percentage” shall mean the amount of Target Bonus Percentage awarded based on the level of goal achievement.

 

  (k) “Plan” shall mean the Zebra Technologies Corporation and Its Subsidiaries 2006 Management Bonus Plan in the form established and defined herein.


  (l) “Plan Year” shall mean the fiscal year of Zebra Technologies Corporation, which extends from January 1, 2006 through December 31, 2006.

 

  (m) “Section 16 Officers” shall mean any officers of the Company as defined in Rule 16a-1 under the Securities Exchange Act of 1934, as amended.

 

  (n) “Target Bonus Percentage” shall mean the percent of Base Earnings which would be paid to a Participant if the respective target levels of the Financial Performance Goals and Individual Performance Goals applicable to such Participant in a particular Plan Year were achieved.

SECTION 3 - ELIGIBILITY AND PARTICIPATION

3.1        Eligibility: Eligibility for participation in the Plan will be limited to those Associates who, by the nature and scope of their position, regularly and directly make or influence policy or operating decisions which impact the growth, profitability, and earnings results of the Company. For purposes of this Plan, such Associates are limited to Vice Presidents, Directors, and Managers, by job title, provided they are assigned a salary grade of E-12 or above. Department supervisors also may be considered eligible for participation provided they are in an exempt salaried position and regularly supervise no less than four direct reports. Any Associate participating in a sales incentive or commission arrangement shall be excluded from participation in this Plan.

3.2        Participation: Participation in the Plan shall be determined annually by the Vice President, Human Resources; provided, however, that participation by Section 16 Officers of the Company shall be determined by the Committee. Associates approved for participation shall be notified of their selection.

3.3        Partial Plan Year Participation: The Vice President, Human Resources may allow an Associate who becomes eligible during the Plan Year, either as a new hire or as a result of an internal promotion, to participate in the Plan provided, however, that participation by Section 16 Officers of the Company shall be determined by the Committee. In such case, only Base Earnings received, while an eligible Participant, in the Plan Year shall be used in calculating the Bonus Award. Newly hired Associates must have a hire date prior to November 1, 2006.

3.4        Changes In Participation Level and/or Organizational Unit: A Participant who changes positions and/or is assigned to a different organizational unit (as defined by their reporting relationship), during the Plan Year, shall have their Bonus Award calculated on a prorated basis using the time eligible in each situation to account for changes in the calculation components.

3.5        No Right to Participate: Participation by an Associate in a prior Plan Year does not provide a right or entitlement to be selected for participation in a current or future Plan Year.

SECTION 4 – BONUS AWARD DETERMINATION

4.1        Financial Performance Goals: The Financial Performance Goals for the Company and for designated business units shall be based on the applicable budgeted level of operating profit, adjusted to remove the effect of foreign currency fluctuation, for the Plan Year. The Financial Performance Goals shall represent the target level of performance required to earn one hundred percent (100%) of the Target Bonus Percentage. The minimum performance level required to receive a bonus award under the financial performance component of this Plan shall be 8.1% less than the applicable Financial Performance Goal. The maximum performance level rewarded under terms of this Plan shall be 8.1% greater than the applicable Financial Performance Goal.

4.2        Individual Performance Goals: All Participants, except those assigned a job title of Vice President and above, shall be required to establish Individual Performance Goals for the Plan Year. Individual Performance Goals shall be clear, specific, measurable, aligned with overall Company goals and approved by their functional Vice President.

4.3        Bonus Components: All Participants, except those assigned a job title of Vice President and above, shall have their individual Bonus Award calculated on the basis of two independent bonus components: a financial performance component and an individual performance component. These two bonus components will be calculated separately and added together to determine the Participant’s Bonus Award. Participants assigned a job title of Vice President or higher shall have their individual Bonus Award calculated on the basis of the financial performance component only, with no individual performance component. The assignment and weighting of bonus components shall be communicated to Participants at the same time as their eligibility notification.


4.4        Performance Payout Percentage: The performance level, for each bonus component, shall be determined by dividing actual results by the applicable Financial Performance Goal or Individual Performance Goal. The Performance Payout Percentage for various achievement levels shall be determined in accordance with the following scale:

Maximum performance level = Maximum Performance Payout Percentage (150%)

Target performance level = Target Performance Payout Percentage (100%)

Minimum performance level = Minimum Performance Payout Percentage (50%)

Performance Payout Percentages for achievement between these levels shall be calculated on a linear basis. In no case shall the maximum Performance Payout Percentage be exceeded for achievement in excess of the maximum performance level, nor shall payment be made for achievement that falls below the minimum performance level, as defined in Section 4.1 hereof.

4.5        Bonus Award Calculation: At the end of each Plan Year, the Company shall evaluate actual results against Financial Performance Goals and, where applicable, against Individual Performance Goals, and compute Bonus Awards for each Participant. These computations shall be made using the following formula:

"Under the 2008 Management Bonus Plan" elsewhere:

Electronics for Imaging (EFII)
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki