This excerpt taken from the ZGEN 10-Q filed May 6, 2009.
Long-Term Incentives (LTIs)
Annual long-term incentives will be awarded based on the achievement of individual, team and Company goals. The Compensation Committee will establish a stock option pool for awarding options to executives each year based on Company performance and recommended grant ranges. Each year, the CEO, in consultation with the Compensation Committee, will establish weightings for each of the LTI goal groups. For example, 80% of the award determination might be based on individual goals and 20% on executive team goals. (In
highly unusual circumstances, the CEO would have the flexibility to reward exceptional performance beyond the established maximum for extraordinary effort, and correspondingly, performance significantly below normal expectations may result in no award payment at all.)