Exhibit 10.15
FTP SOFTWARE, INC.
1994 EXECUTIVE COMPENSATION PLAN
1994 EXECUTIVE COMPENSATION PLAN
The Board of Directors of FTP Software, Inc. believe that the company has grown
and matured to the point where a formal Executive Compensation Plan is necessary
to attract and maintain the executive talent required to allow the company to
achieve its current and future objectives. Executives covered by the Plan are
those who have executed a 1994 Officer's Agreement.
The components of this plan will be as follows:
Base Salary: Will be competitive and in the middle range.
Performance Bonuses: Will be a percentage of base salary and will be
earned based upon predetermined criteria tied to key performance objectives
of the business.
Stock Options: Will be granted from time to time based on performance.
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1994 EXECUTIVE BONUS PLAN
1994 Bonus Plan:
For 30% of base salary, must achieve the following performance:
Target: Value:
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100% of Revenue Plan 33 1/3% of 30% of base salary
100% of Profit Plan 33 1/3% of 30% of base salary
100% of Cash Plan 33 1/3% of 30% of base salary
The entry level for minimum achievement will be 95% and maximum achievement will
be 120% of plan.
The performance curve will be from 95% to 120% of plan with the following
criteria:
95% = 10% of base salary
100% = 30% of base salary
110% = 40% of base salary
120% = 50% of base salary
The performance curve is interpolated between the criteria defined above. For
example, for achievement at 105%, a bonus of 35% of base salary is payable.
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REVENUE PLAN
Entry Point: No Annual Bonus will be paid for performance which is less than
95% of budget.
Additional Payments: The bonus will increase from 10% of base salary at 95%
performance against budget to 33 1/3% of 30% of base salary at 100% performance
against budget. From 100% performance against budget, the bonus will increase to
33 1/3% of 50% of base salary at 120% performance against budget.
The maximum bonus payable is that percent of base salary indicated at the 120%
of performance against budget level.
PROFIT PLAN
Entry Point: No Annual Bonus will be paid for performance which is less than
95% of budget.
Additional Payments: The bonus will increase from 10% of base salary at 95%
performance against budget to 33 1/3% of 30% of base salary at 100% performance
against budget. From 100% performance against budget, the bonus will increase to
33 1/3% of 50% of base salary at 120% performance against budget.
The maximum bonus payable is that percent of base salary indicated at the 120%
of performance against budget level.
CASH PLAN
Entry Point: No Annual Bonus will be paid for performance which is less than
95% of budget.
Additional Payments: The bonus will increase from 10% of base salary at 95%
performance against budget to 33 1/3% of 30% of base salary at 100% performance
against budget. From 100% performance against budget, the bonus will increase to
33 1/3% of 50% of base salary at 120% performance against budget.
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The maximum bonus payable is that percent of base salary indicated at the 120%
of performance against budget level.
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1994 BONUS PLAN PAYMENT TERMS
Payments: The Annual Bonus will be paid within ninety (90) days following the
close of FTP's books.
General Terms:
Adjustments: Equitable adjustments to the Program caused by FTP
directives, external events, acquisitions, etc., may be made from time to
time and will be confirmed by an exchange of letters between FTP and the
participant. Adjustments must be approved by the Compensation Committee of
the Board of Directors.
Termination of Employment: In the event of termination of a Participant,
the payment of all credited but unpaid monies under the Program will depend
upon the circumstances of termination, as follows:
1. If the Participant leaves of his/her own free will, credited but
unpaid monies are forfeited.
2. If FTP causes the termination, unilaterally or through negotiation,
for other than cause, credited monies, including a pro-rata share
of the then current year, will be paid at termination, or in
accordance with the "Payments" paragraph above, at the option of
FTP.
3. In the case of death, all monies will be paid in accordance with
the beneficiary named in the group insurance plan.
Employment: Neither the action of FTP in establishing this Program nor any
action taken by it under any provisions of this Program shall be construed
as giving to any Participant the right to be retained in FTP's employ or
any right to Program benefits or payments whatsoever, except to the extent
of the benefits provided for by this Program. FTP expressly reserves the
right at any time to dismiss any Participant without incurring any
liability for any claim against itself for any payment whatsoever, except
to the extent provided for in this Program.
Felony Conviction: Notwithstanding any other provision of this Program, if a
Participant is convicted of a felony involving fraud, misappropriation of
funds, or other criminal activity of a similar nature involving FTP or its
assets, illegal use of trade secrets or
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proprietary information gained while in the employ of FTP, such Participant's
rights to any benefits under this Program shall be permanently and immediately
forfeited.
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FTP SOFTWARE, INC.
1994 TARGETS FOR EXECUTIVE BONUS PLAN
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REVENUE PLAN: $86,900,000.00
PROFIT PLAN
(NET INCOME FROM
OPERATIONS): $33,609,602.00
CASH PLAN: $80,908,463.00
The above targets are based upon the attached 1994 Budget and 1994 Cash Flow
Analysis.
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