EXHIBIT 10.14
TECHTEAM GLOBAL, INC. EXECUTIVE
ANNUAL INCENTIVE PLAN
PURPOSE
The Annual Incentive Plan (AIP) has been established to provide opportunities to
certain key senior management employees to receive incentive compensation as a
reward for high levels of corporate performance as well as individual
performance that exceeds the ordinary standards compensated through base salary.
The AIP is designed to provide competitive rewards to recognize key senior
management employees who achieve or exceed performance objectives.
ELIGIBLE EMPLOYEES
Participation is limited to those key executives that have the potential to
significantly and positively influence the performance of the Company or
business unit for which they are responsible. "Eligible Employees" are the Chief
Executive Officer, Vice Presidents and Director-level employees. Employees
eligible for any other incentive plan, commission or bonus plan, are not
eligible to participate in the AIP.
MEASUREMENT PERIOD
Calendar Year
BONUS POOL
The AIP is funded by the Bonus Pool. The Bonus Pool will be 25% of the Adjusted
Net Income of the Company for the Measurement Period. Adjusted Net Income is
defined as the reported net income of the Company, before the recognition of the
expense and the associated tax benefit of the Bonus Pool, and excluding net
interest income or expense and the associated tax liability or benefit resulting
from that net interest income or expense.
DETERMINATION OF BONUS PAYMENT
The AIP bonus payable to an Eligible Employee will be calculated based on the
Company's achievement of Target Operating Income and Target Revenue Growth and
the Eligible Employee's achievement of his/her Individual Target Objectives.
Corporate Objectives
Target Operating Income is defined as Operating Income as reported and specified
in the Company's quarterly Form 10-Q and annual Form 10-K filings with the SEC
Target Revenue Growth is defined as base and organic growth without
acquisitions.
The Target Operating Income and Target Revenue Growth will be established during
the Business Planning sessions and approved by the Board of Directors.
Individual Objectives
These are specific, quantifiable, measurable, financial or non-financial
objectives related to an Eligible Employee's performance during the Measurement
Period. An Eligible Employee's performance will be evaluated by the individual's
direct supervisor and are subject to approval by the Chief Executive Officer.
BONUS WILL NOT BE PAID FOR MEETING ANY LEVEL OF TARGET REVENUE GROWTH IF
OPERATING INCOME TARGET IS NOT ACHIEVED.
The Eligible Employee and his/her manager, in conjunction with a review of the
Business Plan, shall establish individual objectives that will be reviewed for
the purpose of the bonus. A minimum of three (3) individual objectives should be
established. Objectives should be agreed upon by January 1.
73
BONUS TARGETS
Each participant in the AIP has a Bonus Target. The Bonus Target is a percentage
of the Eligible Employee's salary and is the baseline by which the bonus will be
calculated. The table below sets forth the Target Bonus as a percentage of
salary and the weight each objective will have in determining the size of the
Eligible Employee's bonus.
BONUS TARGETS AS A PERCENTAGE OF SALARY AND WEIGHTING OF OBJECTIVES
OPERATING INCOME INDIVIDUAL
BONUS TARGET AS OBJECTIVE AS A REVENUE OBJECTIVE OBJECTIVES AS A
A PERCENTAGE OF PERCENTAGE OF AS A PERCENTAGE OF PERCENTAGE OF
TITLE BASE SALARY TOTAL BONUS TOTAL BONUS TOTAL BONUS
- --------------------------------------------------------------------------------------------------------
President and CEO 45% 60% 20% 20%
- --------------------------------------------------------------------------------------------------------
Vice President - COO, 40% 60% 20% 20%
CFO, Sales, and
Operations
- --------------------------------------------------------------------------------------------------------
Vice President - other 25% 40% 20% 40%
than stated above
- --------------------------------------------------------------------------------------------------------
Director Level 10% 30% 20% 50%
- --------------------------------------------------------------------------------------------------------
A Bonus Target may be increased or decreased based upon performance. The
following tables set forth the levels of performance for each objective upon
which the Bonus Target will be increased or decreased.
RATING FOR MEETING TARGET OPERATING INCOME BONUS LEVEL FOR TARGET OPERATING INCOME
- --------------------------------------------------------------------------------------------------
150% or more of Target achieved 200%
- --------------------------------------------------------------------------------------------------
125% of Target achieved 150%
- --------------------------------------------------------------------------------------------------
100% of target achieved 100%
- --------------------------------------------------------------------------------------------------
80% of target achieved 50%
- --------------------------------------------------------------------------------------------------
- Target Operating Income Objectives may be different than the
approved budgeted Operating Income. Management will recommend
the annual Target Operating Income for the AIP calculation to
the Board of Directors.
- Performance that falls between the ranges specified will be
interpolated and calculated according to actual achievement.
- Operating Income is Operating Income as reported and specified
in the Company's quarterly Form 10-Q and annual Form 10-K
filings with the SEC.
RATING FOR TARGET REVENUE GROWTH BONUS LEVEL FOR TARGET REVENUE GROWTH
- --------------------------------------------------------------------------------------------------
150% or more of Target Revenue Growth achieved 200%
- --------------------------------------------------------------------------------------------------
125% of Target Revenue Growth achieved 150%
- --------------------------------------------------------------------------------------------------
100% of Target Revenue Growth achieved 100%
- --------------------------------------------------------------------------------------------------
80% of Target Revenue Growth achieved 50%
- --------------------------------------------------------------------------------------------------
- - Revenue growth is based on organic and base growth and not acquisition
revenue.
- - Performance that falls between the ranges specified will be
interpolated and calculated according to actual achievement.
- - BONUS WILL NOT BE PAID FOR MEETING ANY LEVEL OF TARGET REVENUE GROWTH
IF OPERATING INCOME TARGET IS NOT ACHIEVED.
74
RATING FOR MEETING INDIVIDUAL KEY TARGET OBJECTIVES BONUS LEVEL FOR INDIVIDUAL TARGETS
- -------------------------------------------------------------------------------------------------------
Exceeds All Key Target Objectives 125%
- -------------------------------------------------------------------------------------------------------
Meets All Key Target Objectives 100%
- -------------------------------------------------------------------------------------------------------
Meets Majority of Key Target Objectives 75%
- -------------------------------------------------------------------------------------------------------
Unacceptable Performance on Objectives 0%
- -------------------------------------------------------------------------------------------------------
- BONUS WILL NOT BE PAID FOR MEETING ANY LEVEL OF INDIVIDUAL
TARGETS IF OPERATING INCOME TARGET IS NOT ACHIEVED.
BONUS CALCULATION FORMULA
Bonus = (Base Salary * Bonus Target * Operating Income Weighting * Target
Operating Income Factor) + (Base Salary * Bonus Target * Revenue Growth
Weighting * Target Revenue Growth Factor) + (Base Salary * Target Bonus *
Individual Objectives Weighting * Individual Objectives Factor)
EXAMPLE FOR VICE PRESIDENT - OTHER
Employee earns $100,000
Target bonus is 25% of base salary: $25,000
Bonus Target for Target Operating Income is $7,500 (40%)
Bonus Target for Target Corporate Revenue Growth is $2,500 (20%)
Bonus Target for meeting Individual Objectives is $15,000 (40%)
If the company meets 100% of the Target Operating Income and 125% of the Target
Revenue Growth and the Eligible Employee meets all key Individual Objectives,
the bonus would be calculated as follows in this example:
($100,000 * 0.25 * 0.40 * 1.00) + ($100,000 * 0.25 * 0.20 * 1.5) + ($100,000 *
0.25 * 0.40 * 1.0) = $10,000 + $7,500 + $10,000 = $27,500
PAYMENT TERMS
Bonus payments will be made no later than March 15, subject to change due to IRS
regulations. Bonuses will be paid as cash bonuses subject to all required tax
withholdings as required by the IRS or other local regulations. Employees must
be actively employed with TechTeam at the time of payment in order to receive
payment. Employees hired after January 1 and before July 1 of the current
Measurement Period may receive bonuses at the discretion of the CEO and on a
pro-rated basis.
DETERMINATION OF BONUS
An Employee shall be eligible to receive a bonus if targets have been met or
exceeded under the formula set forth above. The Chief Financial Officer shall be
responsible for determining whether the financial objectives have been met for
the purpose of the calculation of the bonus. The CFO shall report to the
Compensation Committee on the findings. The Vice President of Human Resources
shall be responsible for obtaining the ratings associated with the achievement
of the individual objectives.
The Chief Executive Officer, in conjunction with the Chief Financial Officer and
Vice President of Human Resources, shall prepare for the Compensation Committee
a recommendation for the bonuses for all Company officers. As soon as
practicable after the close of the Measurement Period, the Compensation
Committee shall meet to review and certify in writing, whether, and to what
extent, the objectives for the
75
Measurement Period have been achieved. If achieved, the Compensation Committee
shall certify in writing the amount of the bonus earned by the executive. Prior
to the Compensation Committee's certification, publication of bonus amounts is
not permitted.
The Compensation Committee reserves the right to distribute bonus payments,
outside of the guidelines of this plan, if, during any Measurement Period, there
exist extraordinary circumstances beyond management control that have a negative
effect on the Company's operating income and revenue growth. The CEO could make
a request for bonuses and provide the rationale for said bonuses, the persons
recommended to receive a bonus and the amount of the bonuses to the Compensation
Committee. The Compensation Committee would then be responsible to approve,
modify or reject the proposal.
REVIEW OF LIABILITIES
The Chief Financial Officer and Vice President of Human Resources shall meet
quarterly to review the status of the plan and record any required liabilities
and reserves associated with the plan.
ADMINISTRATION AND MAINTENANCE OF THE PLAN
The Vice President of Human Resources shall be responsible for the
administration and maintenance of the plan.
TERMINATION OF EMPLOYMENT
No bonus will be paid to any individual who is not an employee of the Company on
the day of payment. In the event of death during the Measurement Period, the
bonus shall be paid to the individual's beneficiary and shall be pro-rated based
on the individual's active status and paid at the time of all other bonus
payments but not later than March 15. In the event of total disability during
the Measurement Period, the bonus shall be based on the individual's pro-rated
active status during the Measurement Period.
ENTITLEMENT AND FUNDING
No individual has an earned or vested entitlement to any bonus. No bonuses are
earned until approved by the Committee and paid. Nothing in this Plan will
require the Company to purchase assets or place assets in trust or other entity
to which contributions are made or otherwise segregate assets for the purpose of
satisfying obligations under the Plan. Individuals will have no rights under the
Plan other than as unsecured general creditors.
RIGHT OF EMPLOYMENT
Nothing in this Plan will be construed as creating any contract of employment,
conferring upon any individual any right to continue in the employ or service of
the Company, limit in any way the right of the Company to change the
individual's compensation or other benefits, or to terminate employment or other
service of such person with or without cause.
RIGHT TO AMEND OR TERMINATE
The Company reserves the right to amend or terminate the Plan at any time and in
any respect.
76