Roxio Inc. Contracts
Sample Business Contracts
Key Contributor Bonus Plan - Roxio Inc.
Bonus Forms
ROXIO, INC.
KEY CONTRIBUTOR BONUS PLAN
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1. Purpose. The Roxio, Inc., Key Contributor Bonus Plan is designed to
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motivate and reward certain employees of Roxio, Inc. with incentive
compensation for performance that contributes to the overall success of the
Company. The Plan provides for the payment of cash compensation at the
conclusion of each Performance Period.
2. Definitions. Whenever the initial letter of the following words or phrase
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is capitalized in the Plan, including any amendments, they shall have the
respective meanings set forth below unless otherwise defined herein:
(a) "Award" means the cash compensation awarded to a Participant pursuant
to the plan.
(b) "Award Level" means Threshold Award, Target Award, or Maximum Award.
(c) "Base Salary" means the regular gross base salary actually earned by
an employee during the Performance Period, excluding additional forms
of compensation such as bonuses, payments under the Plan, other
incentive payments, automobile allowances, tax gross-ups, on-call pay,
and other fringe benefits.
(d) "Board" means the Board of Directors of the Company.
(e) "CEO" means the chief executive officer of the Company.
(f) "Committee" means the Compensation Committee of the Board.
(g) "Company" means Roxio, Inc., a Delaware corporation, and any successor
entity thereto.
(h) "Covered Executive" means the chief executive officer, chief operating
officer, chief financial officer, and vice presidents of the Company.
(i) "Disability" means any disability that would qualify as permanent and
total disability under the long-term disability plan sponsored by the
Company.
(j) "Fiscal Year" means the twelve-month period from April 1 through March
31.
(k) "Key Contributor" means the chief executive officer, chief operating
officer, chief financial officer, any vice president and director of
the Company who meet the eligibility requirements of Section 3 to
participate in the Plan.
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(l) "Maximum Award" means an Award ranging from one hundred percent (100%)
to two hundred percent (200%) of the Target Award that may be paid to
a Key Contributor for achieving the maximum Performance Level.
(m) "Performance Levels" means, with respect to each Performance Measure,
the threshold, target, and maximum performance required to receive a
Threshold Award, Target Award, and Maximum Award, respectively.
(n) "Performance Measure" means the criteria upon which Awards are paid
tied to individual performance and/or the Company's success. The
factors upon which the Company's success is based include but are not
limited to any or all of the following: earnings per share, revenue
dollars, revenue growth, total stockholder return, earnings before
interest and taxes, net profit, other business unit, function, and
team measures.
(o) "Performance Period" means the period of time during the Fiscal Year
during which performance is measured and at the end of which Awards
are paid.
(p) "Plan" means the Roxio, Inc. Key Contributor Bonus Plan, as amended
from time to time.
(q) "Retirement" means a termination of employment by a Key Contributor
after attaining either the normal retirement age as defined in the
principal (as determined by the Committee) tax-qualified plan of the
Company, or if the Company does not have such a Plan, the attainment
of age sixty-five (65).
(r) "Target Award" means the Award, expressed as a percentage of a Key
Contributor's Base Salary, which may be paid to a Key Contributor for
achieving the target Performance Level.
(s) "Threshold Award" means an Award ranging from zero percent (0%) to one
hundred percent (100%) of the Target Award that may be paid to a Key
Contributor for achieving the threshold Performance Level.
3. Eligibility. Participation in the Plan is limited to Key Contributors.
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Subject to Committee approval for Covered Executives and CEO approval for
other Key Contributors, all Key Contributors in active service at the
beginning of a Performance Period are eligible to participate in the Plan.
Employees hired or promoted into Key Contributor positions during a
Performance Period may be eligible to receive a prorated Award for the
current Performance Period based on the ratio that the number of calendar
days in the Performance Period such employee was actively employed as a Key
Contributor bears to the number of calendar days in the Performance Period;
provided, however, that the minimum number of calendar days such employee
is employed as a Key Contributor is ninety (90) days.
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4. Term. The Plan is effective as of April 1, 2002 and shall be applicable for
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future Fiscal Years of the Company unless amended or terminated by the
Board or the Committee pursuant to Section 9(a).
5. Administration.
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(a) Unless otherwise designated by the Board, the Committee shall
administer the Plan with respect to Covered Executives. The Committee
shall, subject to the limitations contained in the Plan, have full
power and authority to determine the Performance Measures and Award
Level and to establish Performance Levels under the Plan. The
Committee, shall also (i) approve the participation of Covered
Executives in the Plan, (ii) adopt such rules and regulations as are
appropriate for the proper administration of the Plan, and (iii) make
such determinations and take such actions in connection with the Plan
as it deems necessary.
(b) The Committee may, in its sole discretion, make such adjustments to
Awards and Performance Measures or Levels, and such other terms and
conditions of the Plan that the Committee determines to be necessary
and reasonable to prevent the loss by Covered Executives of the value
of Awards granted pursuant to the Plan on account of events which
affect the value of the Awards but which, in the judgment of the
Committee, are outside the control of the Covered Executives.
(c) Unless otherwise designated by the Committee, the CEO shall administer
the Plan for Key Contributors other than Covered Executives and shall
have the same powers designated in Section 5(a) and (b) with respect
to these Plan participants.
6. Calculation of Awards.
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(a) Establishment of Plan Components. For each Performance Period, the
Company will define the following Plan Components which shall be
incorporated into this Plan as an exhibit:
(i) Performance Period
(ii) Key Contributors eligible to receive an Award
(iii) Performance Measures for each Key Contributor or groups of Key
Contributors
(iv) Relative weight accorded each Performance Measure
(v) Performance Levels for each Performance Measure
(vi) Threshold Award, Target Award, and Maximum Award for each
Participant
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(b) Approval and Communication of Plan Components. Prior to the beginning
of each Performance Period, the Company will submit the Plan
components in Section 6(a) to the Committee (and the CEO for Key
Contributors other than Covered Executives) for approval and
communicate these components in writing to Key Contributors.
(c) Award Determination. Within thirty (30) days after the end of the
relevant Performance Period, the Company will calculate the amount of
the Award for each Key Contributor using the following process:
(i) Determine actual performance results for each Performance Measure
and whether actual performance with respect to each Performance
Measure yields a Threshold Award, Target Award, or Maximum Award.
(ii) Multiply the Award Level earned for each Performance Measure by
the relative weight assigned the particular Performance Measure
and the Key Contributor's Base Salary.
(iii) Sum the Award for each Performance Measure determined in Section
6(c)(ii).
(iv) Certify by resolution adopted by the Committee (or the CEO for
Key Contributors other than Covered Executives) the value of the
Award to be paid to each Key Contributor; provided, however, the
value of the Award for a Key Contributor may be increased or
reduced, at the discretion of the Committee (for Covered
Executives) or CEO (for other Key Contributors), based on
individual performance.
7. Payment of Award. All Awards shall be paid no later than forty-five (45)
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days after the end of the Performance Period to which the Awards relate.
Payment on Termination of Employment. If a Key Contributor terminates
employment with the Company, either voluntarily or involuntarily, before
payment of the Awards hereunder, such individual will not be entitled to
any Award under the Plan for such Performance Period unless termination is
due to the Key Contributor's death, Disability, or Retirement, in which
case such individual will be eligible for a pro rata portion of the Award
based on the number of days during the Performance Period in which such
individual was actually employed.
8. Payment on Termination of Plan. If the Plan is terminated by the Board or
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the Committee during a Performance Period, Key Contributors will be
eligible for a pro rata portion of the Award for the relevant Performance
Period based on (i) the number of days that have elapsed during the
Performance Period in which the termination of the Plan occurs and (ii) the
Performance Measures to and as of such date of termination.
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9. Miscellaneous.
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(a) Amendment or Termination. The Board or the Committee may, at any time,
without the approval of the stockholders of the Company alter, amend,
modify, suspend or terminate the Plan, but may not, without the
consent of a Key Contributor to whom an Award has been made, make any
alteration which would adversely affect an Award previously granted
under the Plan.
(b) Conflict with Employment Agreement. To the extent any provision of the
Plan conflicts with any provision of a written employment or other
agreement between a Key Contributor and the Company, the provisions of
the employment agreement shall control.
(c) Employment Rights. The Plan does not constitute a contract of
employment and participation in the Plan will not give a Key
Contributor the right to be rehired or retained in the employ of the
Company, nor will participation in the Plan give any Key Contributor
any right or claim to any benefit under the Plan, unless such right or
claim has specifically accrued under the terms of the Plan.
(d) Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information upon which the
person relying thereon considers pertinent and reliable, and signed,
made or presented by the proper party or parties.
(e) Gender and Number. Where the context admits, words in the masculine
gender shall include the feminine gender, the plural shall include the
singular and the singular shall include the plural.
(f) Action by the Board or Committee. Any action required of or permitted
by the Board or Committee under this Plan shall be by resolution of
the Board or by a person or persons authorized by resolution of the
Board or Committee.
(g) Controlling Laws. Except to the extent superseded by laws of the
United States, the laws of California shall be controlling in all
matters relating to the Plan.
(h) Mistake of Fact. Any mistake of fact or misstatement of fact shall be
corrected when it becomes known and proper adjustment made by reason
thereof.
(i) Severability. In the event any provision of the Plan shall be held to
be illegal or invalid for any reason, such illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall
be construed and endorsed as if such illegal or invalid provision had
never been contained in the Plan.
(j) Effect of headings. The descriptive headings of the Sections of the
Plan are inserted for convenience of reference and identification only
and do not constitute a part of the Plan for purposes of
interpretation.
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(k) Non-transferability. No Award payment shall be transferable, except by
the Key Contributor's will or the applicable laws of descent and
distribution. During the Key Contributor's lifetime, his Award shall
be payable only to the Key Contributor or his guardian or
attorney-in-fact. The payment and any rights and privileges pertaining
thereto shall not be transferred, assigned, pledged or hypothecated by
him in any way, whether by operation of law or otherwise and shall not
be subject to execution, attachment or similar process.
(l) No Liability. No member of the Board or the Committee or any officer
or Key Contributor of the Company shall be personally liable for any
action, omission or determination made in good faith in connection
with the Plan. The Company shall indemnify and hold harmless the
members of the Committee, the Board and the officers and Key
Contributors of the Company, and each of them, from and against any
and all loss which results from liability to which any of them may be
subjected by reason of any act or conduct (except willful misconduct
or gross negligence) in their official capacities in connection with
the administration of the Plan, including all expenses reasonable
incurred in their defense, in case the Company fails to provide such
defense. By participating in the Plan, each Key Contributor agrees to
release and hold harmless each of the Company, the Board and the
Committee, from and against any tax or other liability, including
without limitation, interest and penalties, incurred by the Key
Contributor in connection with his participation in the Plan.
(m) Funding. All amounts payable under the Plan will be paid by the
Company from its general assets. The Company is not required to
segregate on its books or otherwise establish any funding procedure
for any amount to be used for the payment of benefits under the Plan.
The Company may, however, in its sole discretion, set funds aside in
investments to meet its anticipated obligations under the Plan. Any
such action or set-aside amount may not be deemed to create a trust of
any kind between the Company and any Key Contributor or beneficiary or
to constitute the funding of any Plan benefits. Consequently, any
person entitled to a payment under the Plan will have no rights
against the assets of the Company greater than the rights of any other
unsecured creditor of the Company.
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Exhibit
ROXIO, INC.
FISCAL YEAR 2003 KEY CONTRIBUTOR BONUS PLAN
Establishment of Plan Components
1. Performance Period. The Performance Period will be from April 1, 2002
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through March 31, 2003.
2. Key Contributors eligible to receive an Award. As provided in attached
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list.
3. Performance Measures and levels. Performance will be tied to corporate
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and function and individual measures.
4. Relative Performance Measure Weight.
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<TABLE>
<CAPTION>
----------------------- ----------------- -------------------
Function and
Employee Level Corporate Individual
----------------------- ----------------- -------------------
<S> <C> <C>
CEO 100% 0%
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COO 100% 0%
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CFO 100% 0%
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Vice Presidents 80% 20%
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Directors 60% 40%
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</TABLE>
5. Award Opportunity.
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<TABLE>
<CAPTION>
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Bonus As A Percent of Salary
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Threshold
Employee Level Award Target Award Maximum Award
----------------------- -------------- ---------------- -----------------
<S> <C> <C> <C>
CEO 33% 65% 130%
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COO 25% 50% 100%
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CFO 25% 50% 100%
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Vice Presidents 20% 40% 80%
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Directors 15% 30% 60%
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</TABLE>
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