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EXHIBIT 10.49
PARACELSUS HEALTHCARE CORPORATION
EXECUTIVE OFFICER
PERFORMANCE BONUS PLAN
Purpose
This Executive Officer Performance Bonus Plan (the "Plan") is designed
to reward executive officers of Paracelsus Healthcare Corporation (the
"Company") for achieving corporate performance objectives. The Plan is intended
to provide an incentive for superior work and to motivate participating
officers toward even higher achievement and business results, to link their
goals and interests more closely with those of the Company and its
shareholders, and to enable the Company to attract and retain highly qualified
executive officers.
ARTICLE I
ELIGIBILITY AND PARTICIPATION
1.1 All executive officers of the Company shall be eligible to
participate in the Plan. Prior to or at the time performance objectives are
established for a "Performance Period," as defined below, the Committee of the
Company's Board of Directors (the "Board") designated under Section 6.1 (the
"Committee") will identify those executive officers who shall in fact be
participants for such Performance Period.
ARTICLE II
PLAN YEAR, PERFORMANCE PERIODS AND PERFORMANCE OBJECTIVES
2.1 The fiscal year of the Plan (the "Plan Year") shall be the
calendar year. The performance period (the "Performance Period") with respect
to which bonuses may be payable under the Plan shall generally be the Plan
Year; provided however, that the Committee shall have the authority to
designate different Performance Periods under the Plan.
2.2 The Committee shall establish in writing, with respect to each
Performance Period, one or more performance goals, a specific target objective
or objectives with respect to such performance goals and an objective formula
or method for computing the amount of bonus compensation payable to each
participant under the Plan if and to the extent that the performance goals are
attained.
2.3 Performance goals shall be based upon one or more of the following
business criteria for the Company as a whole or any of its subsidiaries,
operating divisions or other operating units: Stock
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price, gross revenue, pretax income, operating income, cash flow, earnings per
share, return on equity, return on invested capital or assets, cost reductions
and savings or return on revenues. In addition, performance goals may be based
upon a participant's attainment of specific objectives set for that
participant's performance by the Company with respect to any of the foregoing
performance goals or implementing policies and plans, negotiating transactions,
developing long-term business goals or exercising managerial responsibility.
Measurements of the Company's or a participant's performance against the
performance goals established by the Committee shall be objectively
determinable and, if applicable, shall be determined according to generally
accepted accounting principles as in existence on the date on which the
performance goals are established and without regard to any changes in such
principles after such date.
ARTICLE III
DETERMINATION OF BONUS AWARDS
3.1 As soon as practicable after the end of each Performance Period,
the Committee shall certify in writing to what extent the Company and the
participants have achieved the performance goal or goals for such Performance
Period, including the specific target objective or objectives and the
satisfaction of any other material terms of the bonus award, and the Committee
shall calculate the amount of each participant's bonus for such Performance
Period based upon the performance goals, objectives and computation formulae or
methods for such Performance Period.
ARTICLE IV
PAYMENT OF AWARDS
4.1 Approved bonus awards shall be payable by the Company in cash to
each participant, or to his estate in the event of his death, as soon as
practicable after the end of each Performance Period and after the Committee
has certified in writing pursuant to Section 3.l that the relevant performance
goals were achieved.
4.2 Except as otherwise provided in any employment agreement between
the Company and a participant or as otherwise determined by the Committee, a
bonus award that would otherwise be payable to a participant who is not
employed by the Company or one of its subsidiaries on the last day of a
Performance Period (or who is employed on the last day of a Performance Period
but is absent from the performance of the participant's duties for a
significant portion of the Plan Year) shall be prorated, or not paid, as may be
determined by the Committee in the exercise of its discretion.
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ARTICLE V
OTHER TERMS AND CONDITIONS
5.1 No person shall have any legal claim to be granted an award under
the Plan, and the Committee shall have no obligation to treat participants
uniformly. Except as may be otherwise required by law, bonus awards under the
Plan shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or
levy of any kind, either voluntary or involuntary. Bonuses awarded under the
Plan shall be payable from the general assets of the Company, and no
participant shall have any claim with respect to any specific assets of the
Company.
5.2 Neither the Plan nor any action taken under the Plan shall be
construed as giving any employee the right to be retained in the employment of
the Company or any subsidiary or to maintain any participant's compensation at
any level.
5.3 The Company or any of its subsidiaries may deduct from any award
any applicable withholding taxes or any amounts owed by the employee to the
Company or any of its subsidiaries.
ARTICLE VI
ADMINISTRATION
6.1 The Compensation and Stock Option Committee of the Board (or any
other committee satisfying the requirements of Section 162(m) of the Internal
Revenue Code of 1986, as amended, subsequently designated by the Board) shall
constitute the Committee hereunder.
6.2 The Committee shall have full power, authority and discretion to
administer and interpret the provisions of the Plan and to adopt such rules,
regulations, agreements, guidelines and instruments for the administration of
the Plan and for the conduct of its business as the Committee deems necessary
or advisable.
6.3 The Committee shall have full power to delegate to any officer or
employee of the Company the authority to administer and interpret the
procedural aspects of the Plan, subject to the Plan's terms, including adopting
and enforcing rules to decide procedural and administrative issues.
6.4 The Committee may rely on opinions, reports or statements of
officers or employees of the Company or any subsidiary thereof and of
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Company counsel (inside or retained counsel), public accountants and other
professional or expert persons.
6.5 The Board reserves the right to amend or terminate the Plan in
or in part at any time.
6.6 To the extent permitted by applicable law, (a) no member of the
Committee shall be liable for any action taken or omitted to be taken or for
any determination made by him or her in good faith with respect to the Plan,
and (b) the Company shall indemnify and hold harmless each member of the
Committee against any reasonable cost or expense (including reasonable counsel
fees) or liability (including any sum paid in settlement of a claim with the
approval of the Committee) arising out of any act or omission in connection
with the administration or interpretation of the Plan, unless arising out of
such person's own fraud or bad faith.
6.7 The place of administration of the Plan shall be in the State of
(California), and the validity, construction, interpretation, administration
and effect of the Plan and of its rules and regulations, and rights relating to
the Plan, shall be determined solely in accordance with the laws of the State
of (California).