ORASURE TECHNOLOGIES, INC.
MANAGEMENT INCENTIVE PLAN
ARTICLE I
OBJECTIVE OF THE PLAN
The purpose of this Management Incentive Plan ("Plan" or "MIP") is to reward
executives of ORASURE TECHNOLOGIES, INC. (the "Company") for creating value for
the Company by maximizing financial performance against stated objectives.
ARTICLE II
PLAN ADMINISTRATION
The Plan is administered by the Board's Compensation Committee (the "Committee")
and all matters shall be decided on by general consensus as defined in the
Committee's Charter.
The Plan is an annual program and is effective January 1, 2001 and will remain
in effect until the Compensation Committee determines otherwise. A new Plan year
will commence on the first business day of the fiscal year.
ARTICLE III
PARTICIPANTS
Generally all active managerial employees and above, currently meeting job
requirements, shall be eligible to participate in the Plan. Participation is
limited to those employees selected by the Compensation Committee to participate
in the Plan during each fiscal year.
ARTICLE IV
PERFORMANCE OBJECTIVES
Prior to or at the beginning of each fiscal year, the Compensation Committee
shall establish:
(i) performance objectives for the Company, any Subsidiary, or any
business segment or unit of the Company, based upon such criteria as may be from
time to time considered by the Compensation Committee, and
(ii) the award formula or matrix by which all bonuses under this Plan will
be calculated and determined for Compensation Committee review and approval.
The maximum bonus that may be awarded under this Plan to any one participant
shall be 200% of a participant's bonus target.
ARTICLE V
AWARD CALCULATIONS
Each Plan participant will be assigned a target award that will be awarded if
the Company achieves its targeted performance goals. These target awards will be
leveraged up when
Company performance exceeds expectations, or down if Company performance falls
below expectations. Following are the target awards by position.
CEO - 50%
COO/CSO - 40%
Senior Vice Presidents - 30%
Vice Presidents - 20%
Directors - 15%
Managers - 5%
A bonus pool will be funded based on the Company's performance against
pre-established SALES goals and EARNINGS PER SHARE (EPS) goals (see Table A).
For example, per the approved budget, in 2001 if Sales are $43 Million and the
EPS is $0.10 per share, then 100% of the incentive pool will be funded. The pool
is determined by aggregating targeted awards for all participants. Awards will
be interpolated for performance results that fall between numbers on the
Corporate Award Performance Matrix.
TABLE A
Corporate Award Performance Matrix
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EPS
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$.075 $.010 $.125 $.15
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$51.6 125% 150% 175% 200%
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$47.3 100% 125% 150% 175%
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SALES $43.0 75% 100% 125% 150%
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$38.7 50% 75% 100% 125%
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After the Corporate Award pool is determined, managers will then have the
opportunity to recommend adjustments to the CEO for each participant's Corporate
Award for Individual performance. Awards for the CEO, COO, CSO, and CFO will be
based 75% on reaching corporate revenue objectives and 25% on non-financial
objectives/measures. Awards for all other officers will be based 50% on reaching
corporate objectives and 50% based on non-financial objectives. All other
individual performance will be based on a participant's performance rating under
the Company's performance evaluation program. Awards may be adjusted up or down
up to 50% based on Individual performance. However any adjustment must
ultimately result in a zero sum.
ARTICLE VI
ADMINISTRATIVE MATTERS
As soon as practicable after each Plan year, the Compensation Committee shall
determine whether the Company, any Subsidiary, or any business segment or unit
of the Company attained their pre-established performance objectives. Assuming
such performance objectives are attained, the Compensation Committee shall
determine, in its sole and exclusive discretion, whether any bonuses shall be
awarded for such Plan year. Such bonuses shall be awarded as soon as practicable
thereafter and the Plan participants who are entitled to receive such bonuses
shall be promptly notified of the award thereof.
In the event that a Plan participant transfers in to a position that is
designated as eligible for Plan participation, then any earned bonus in the Plan
year will be prorated as of the month in which the
transfer occurred. If a Plan participant transfers into a position that is
designated not eligible for Plan participation, the employee will forfeit any
participation in the plan.
In the event of death, permanent disability, retirement or involuntary
termination without cause, unpaid bonuses will be calculated on a pro-rated
basis by taking the number of full months, including the month in which the
terminating event occurred, and dividing those months by twelve.
In the event of voluntary termination or involuntary termination for cause, the
Plan participant will forfeit any unpaid bonus earned under this Plan.
A Plan participant not employed by the Company or a Subsidiary on the last day
of the Plan year will forfeit his or her earned but unpaid bonus unless
otherwise determined by the Compensation Committee.
ARTICLE VII
NO ENTITLEMENT TO BONUS
Plan participants are entitled to a distribution under this Plan only upon the
approval of the award by the Compensation Committee and no Participant shall be
entitled to a bonus under the Plan unless the bonus is based on the attainment
of performance objectives defined under the Plan.
ARTICLE VIII
TERMINATION OF PLAN
The Compensation Committee reserves the right to amend or terminate the Plan at
any time within thirty days written notice to Plan participants. In the event of
a Plan termination, Plan participants will continue to be eligible for bonus
awards, if earned, for the current Plan year. Bonus awards will be calculated
from the date of the Plan termination and payable as soon as practicable after
the end of the Plan year.
ARTICLE IX
PARTICIPANT'S RIGHT OF ASSIGNABILITY
Participant awards shall not be subject to assignment, pledge or other
disposition, nor shall such amounts be subject to garnishment, attachment,
transfer by operation of law, or any legal process.
Nothing contained in this Plan shall confer upon employees any right to
continued employment, nor interfere with the right of the Company to terminate a
participant's employment from the Company. Participation in the Plan does not
confer rights to participation in other Company programs, including annual or
long-term incentive plans, non-qualified retirement or deferred compensation
plans or other executive perquisite programs.