Bermuda | 980189783 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Effective March 7, 2011 the Compensation Committee and Board of Directors of Global Crossing Limited (the "Company") adopted the Global Crossing 2011 Discretionary Incentive Bonus Program, the Company's annual bonus program for 2011 (the "2011 Bonus Program"). Substantially all of the Company's non-sales employees may become eligible to participate in the 2011 Bonus Program. The program is intended to retain such employees and to motivate them to help the Company achieve its financial and business goals.
Each participant is provided a target award under the 2011 Bonus Program expressed as a percentage of his or her base salary. The applicable percentages for the executive officers named in the Summary Compensation Table of the Company's proxy statement for its 2010 Annual General Meeting of Shareholders are as follows:
Target Bonus Opportunity
Actual awards under the 2011 Bonus Program will be based on (1) the extent to which the Company achieves specified financial objectives relating to earnings and cash flow and (2) a subjective determination of the extent to which certain non-financial objectives deemed important to the Company's long-term strategy have been achieved. The Compensation Committee may in its sole discretion adjust the payout amounts to any or all participants (subject to the terms of Mr. Legere's employment agreement) based upon such factors, objective or subjective, it deems prudent, necessary or appropriate. For example, without exclusion or limitation, the Compensation Committee may reduce, eliminate or increase any payout amount based on any events or changes in events (past, present or future), accounting practices or applicable law, general macro-economic or market factors, extraordinary gains or losses, discontinued operations, restructuring costs, sales or dispositions of assets and acquisitions, individual work performance criteria, the Company's OIBDA (defined as operating income before depreciation and amortization), free cash flow, cash flows, net income, pre-tax income, net revenue, EBITDA, operating income, diluted earnings per share, earnings per share, gross margin, return on sales, return on equity, return on investment, cost reductions or savings, operational funding requirements, appreciation in Company stock value, the Company's liquidity position, stock value and business prospects, and any other performance results and productivity measures applicable to individual participants. Notwithstanding the discretion retained by the Compensation Committee under the program, each participant assigned to one of the Company's regions or customer facing units (the "CFUs") for bonus purposes, including Mr. Alonso, will be entitled to a minimum payout of one-half of his or her target award if the applicable region or CFU is deemed to achieve a specified earnings objective. However, each participant's manager may adjust the bonus amount otherwise payable to the participant by up to thirty percent (upward or downward) based on the manager's subjective assessment of individual performance.
Bonus payouts under the 2011 Bonus Program will be made in cash; provided that the Compensation Committee retains discretion to pay any portion of the payouts using shares issuable under the 2003 Global Crossing Limited Stock Incentive Plan; and provided, further, that not less than half of the Mr. Legere's bonus will be paid in cash in accordance with his employment agreement.
| GLOBAL CROSSING LTD | ||||||||
| Date: March 11, 2011 | By: | /s/ Mitchell C. Sussis | ||||||
| Mitchell C. Sussis | ||||||||
| SVP and Secretary | ||||||||