Exhibit 10.1
MRO SOFTWARE, INC.
YEAR ENDED SEPTEMBER 30, 2005
EXECUTIVE BONUS PLAN
1. PURPOSE
The purpose of the FY2005 Executive Bonus Plan ("Plan") is to provide key
management employees of MRO Software, Inc. with an incentive to make
significant and extraordinary contributions to the long-term performance
and growth of the Company, to promote the common interest of the Company,
its stockholders and key executives, and to attract and retain executives
of exceptional ability.
2. ADMINISTRATION
2.1 The Plan shall be adopted and administered by the Compensation
Committee of the Board of Directors of the Company (the "Committee").
The Committee will base all decisions and awards on quarterly and
annual financial statements filed with the Securities and Exchange
Commission.
2.2 The Committee shall have full and complete authority and discretion to
make binding decisions on the administration of the Plan and shall
adopt such rules and regulations and make all other determinations
deemed by it necessary or desirable for the administration of the
Plan.
2.3 The Committee and the Board of Directors of the Company shall have the
authority to amend or terminate the Plan, provided, however, that if
the Plan is amended or terminated, the Company shall be required to
complete payment to each Participant of the amount which that
Participant otherwise would have received based on the provisions set
forth in paragraph 7.2.
3. DEFINITIONS
3.1 Plan Year means the fiscal year ended September 30, 2005.
3.2 Plan Quarter means each of the three-month periods ended December 31,
2004, March 31, 2005, June 30, 2005, and September 30, 2005.
3.3 Participant means any executive of the Company who is designated in
Appendix I.
3.4 Permanent Disability, means a Participant's inability, as a result of
illness, incapacity, disease or calamity to perform a substantial part
of his primary job responsibilities as set forth in his employment
contract or job description for any concurrent six month period.
3.5 Plan means this FY 2005 Executive Bonus Plan.
3.6 Except as otherwise indicated by the context, any masculine term used
herein also shall include the feminine; the plural shall include the
singular and the singular shall include the plural.
3.7 Company means MRO Software, Inc. and its subsidiaries included in its
consolidated financial statements.
3.8 Earnings and EPS mean pro-forma earnings per share as disclosed by the
Company, consisting of earnings per share determined under GAAP,
adjusted for the amortization of goodwill and other intangibles on an
after-tax basis in accordance with past practice of the Company.
Earnings may also be adjusted to reflect such deductions and additions
of extraordinary items and one-time expenses as may be approved by the
Committee for purposes of administering this Plan. Earnings and EPS
are calculated after giving effect to any bonus that is paid or
proposed to be paid under this Plan.
3.9 Revenue means total revenues as disclosed in the consolidated
quarterly financial statements of the Company.
4. ELIGIBILITY AND PARTICIPATION
Executives eligible for bonuses under the Plan shall be those individuals
specified in Appendix I.
5. BONUS MECHANISM
5.1 The amount of on-target bonus that is paid will be determined as
follows:
(a) Each participant is eligible to earn forty (40%) percent of the
on-target bonus based on the achievement of quarterly goals and
sixty (60%) percent based on the achievement of annual goals. The
quarterly and annual Revenue and EPS goals are stated in Appendix
II.
(b) The percentage of the on-target bonus described in Appendix I
earned by each Participant on achievement of the amounts stated
in Appendix II in respect of each Plan Quarter is:
(i) Q1 5% based on Revenue, 5% based on Earnings
(ii) Q2 5% based on Revenue, 5% based on Earnings
(iii) Q3 5% based on Revenue, 5% based on Earnings
(iv) Q4 5% based on Revenue, 5% based on Earnings 40% in total
In the event that the achievement for Revenue in any quarter is less
than the amount stated in Appendix II for that quarter, but is equal
to or greater than 97.5% of such amount, then a partial bonus shall be
paid to each Participant. The partial bonus shall be equal to the
actual amount of Revenue achieved for the quarter divided by the
amount of the Revenue goal for the quarter as stated in Appendix II
times the on-target bonus the participant would otherwise have earned
for the Revenue component (i.e. 5% of total on-target bonus).
Achievement for Earnings must be at 100% to be eligible for payout on
that component. No incremental bonus is payable to any participant for
achievement above 100% in any quarter.
(c) The percentage of the on-target bonus described in Appendix I
earned by each Participant on achievement of the amounts stated
in Appendix II in respect of year end performance is:
(i) 24% based on revenue
(ii) 36% based on earnings 60% in total
As stated in Appendix II, there is a minimum, target and maximum
achievement level for payout based on annual performance, for both the
Revenue and the Earnings component, subject to the following:
(i) No annual bonus payments will be made for either component
if the minimum Earnings number is not achieved (for fiscal
2005 this is .55); and
(ii) Actual payment for performance between minimum, target and
maximum achievement will be prorated accordingly.
6. PAYMENT OF BONUSES
Funded bonus will be payable (and restricted stock issued) not later than
sixty days after the end of the period in which the bonus was earned
provided that the results for the period have been issued to the public.
The foregoing notwithstanding, if a participant's employment by the Company
is terminated for any reason prior to the actual issuance of stock, the
Company may in its discretion elect to make such payment in cash in lieu of
stock. All shares of Company stock issued hereunder shall be issued
pursuant and subject to the terms and conditions of the Company's Amended
and Restated 1999 Equity Incentive Plan.
7. TERMINATION OF EMPLOYMENT
If a Participant's employment by the Company is terminated, the
participant's entitlement to payment under this Plan shall be as determined
under the terms of the Company's Severance Pay Plan, as amended to and in
effect as of the date of termination.
8. BENEFICIARY DESIGNATIONS
8.1 If a Participant's employment with the Company is terminated by his
death or if he dies after termination of his employment but prior to
the distribution to him of all amounts payable to him under the Plan,
any amounts otherwise payable to him hereunder shall be distributed to
his designated beneficiary or beneficiaries. For the purposes of this
plan a Participant's beneficiary will be the beneficiary designated
under Company provided life insurance coverage. However, a Participant
may from time to time revoke or change any beneficiary designation on
file with the Company.
If there is no effective beneficiary designation on file with the
Company at the time of a Participant's death, distribution of amounts
otherwise payable to the deceased Participant under this Plan shall be
made to the Participant's estate. If a beneficiary designated by the
Participant to receive his benefits shall survive the Participant but
die before receiving all distributions hereunder, the balance thereof
shall be paid to such deceased beneficiary's estate, unless the
deceased beneficiary designation provides otherwise.
8.2 The Company shall deduct from the distributions to be made to a
Participant or his designated beneficiary or beneficiaries under this
Plan any federal, state or local withholding or other taxes or charges
which the Company is from time to time required to deduct under
applicable law and all amounts distributable under this Plan are
stated herein before any such deductions. The Company may rely on a
written opinion from its legal counsel regarding any questions which
may arise in connection with any such deductions.
9. RIGHTS, PRIVILEGES AND DUTIES OF PARTICIPATION
9.1 No participant or other person shall have any interest in any fund or
in any specific asset or assets of the Company and its Subsidiaries by
reason of being a Participant under this Plan nor any right to receive
any distributions under the Plan except as and to the extent expressly
provided in the Plan.
9.2 The Company shall have the right, but shall be under no obligation, to
segregate cash to fund bonuses payable under the Plan. However, any
such segregated amounts shall at all times remain Company assets,
subject to the claims of its creditors.
9.3 Each Participant shall be entitled to receive a current copy of the
Plan upon his designation as a Participant if a written request for a
copy of the Plan is provided to the Chief Executive Officer or the
Chairman of the Board. Thereafter, as long as he remains a
Participant, he shall be entitled to receive copies of any amendments
to the Plan within sixty (60) days after their adoption.
9.4 The designation of any employee as a Participant under this Plan shall
not be construed as conferring upon such employee any right to remain
in the employ of the Company and each such Participant shall remain an
employee at will. The right of the Company to discipline or discharge
an employee shall not be affected in any manner by reason of such
employee's designation as a Participant under this Plan.
9.5 To the extent permitted by law, the right of any Participant or any
beneficiary to receive any payment hereunder shall not be subject to
alienation, transfer, sale, assignment, pledge, attachment,
garnishment or encumbrance of any kind. Any attempt to alienate,
transfer, sell, assign, pledge or otherwise encumber any such payment
whether presently or thereafter payable, shall be void. Any payment
due hereunder shall not in any manner be subject to any debts or
liabilities of any Participant or his beneficiary.