EXHIBIT 10.1
PER-SE TECHNOLOGIES, INC.
2006 SENIOR MANAGEMENT INCENTIVE COMPENSATION PLAN
1. Purpose. The purpose of the 2006 Senior Management Incentive
Compensation Plan (the "Plan") is to provide for the payment of a cash bonus to
senior management employees of the Company, the payment of which will be based
on achievement in 2006 of certain goals determined by the Compensation Committee
of the Board of Directors (the "Committee") relating to corporate and divisional
performance criteria set forth below.
2. Administration. The Plan will be administered by the
Committee, whose interpretation of the Plan and all decisions and determinations
with respect to the Plan are final, binding and conclusive on all parties.
3. Participants. There are three categories of participants: (i)
Corporate Executives (which shall include the Company's Chief Executive
Officer, Chief Operation Officer, Chief Financial Officer, Chief of Product
Strategy, and General Counsel), (ii) Operations Executives (which shall include
the Company's President, Physician Solutions; President, Hospital Solutions -
Revenue Cycle Management; President, Pharmacy Solutions; and Senior Vice
President and General Manager, Hospital Solutions - Resource Management), and
(iii) Other Senior Management (which shall include other members of divisional
and corporate management as designated by the Committee).
4. Performance Criteria. Participants will earn bonuses based on
achievement of goals relating to the following corporate and divisional
performance criteria (collectively, the "Performance Criteria"):
(a) Corporate Executives are eligible to earn cash bonus
awards based on the Company's percentage increase in pre-tax diluted
earnings per share for fiscal year 2006 over pre-tax diluted earnings
per share for fiscal year 2005.
(b) Operation Executives and Other Senior Management are
eligible to earn cash bonus awards based on the percentage increase
for fiscal year 2006 over fiscal year 2005 pro forma results (taking
into account certain purchase accounting adjustments) for the following
financial measures (i) Consolidated EBITDA (ii) Division EBITDA, (iii)
Segment EBITDA and Individual Objectives, weighted as follows:
Other Senior Management
Operations ---------- ---------
Executives Divisional Corporate
---------- ---------- ---------
Consolidated EBITDA 30% 25% 25%
Division EBITDA 30% 25% --
Segment EBITDA and Individual
Objectives 40% 50% 75%
5. Performance Goals and Target Bonuses. The Committee will set
target performance goals for 2006 based on the Performance Criteria, and
Participants will earn bonuses based on achievement of the applicable
performance goals. Exhibit A attached hereto sets forth, with respect to each
Corporate Executive and Operations Executive as of March 1, 2006, the percentage
of such Participant's base salary that will be awarded to the Participant if the
Performance Criteria applicable to the Participant are achieved at the target
level (the "Target Bonus"). Target Bonus amounts for Other Senior Management
have been or will be separately approved by the Committee. Actual bonuses to
Participants may be more or
less than Target Bonus amounts based on the level of achievement of the
applicable Performance Criteria.
As set forth in the table below, Participants may earn between 0% and
125% of the applicable percentage of his or her Target Bonus that relates to
each Performance Criteria based upon the following sliding scale.
<Table>
Percentage of <85% 85% 90% 95% 100% 105% 110%
Target Achieved
- ----------------- ------- -------- -------- -------- --------- -------- --------
Percentage of 0% 30% 50% 75% 100% 112.5% 125%
Target Bonus
Payout
6. Payout Form and Timing. Incentive bonuses earned under the
Plan will be paid to participants in cash as soon as practicable after the
Committee's determination as to the amount of bonuses earned, which shall not be
later than April 30, 2007. In order to be eligible to receive a bonus under the
Plan, a Participant must have been continuously employed by the Company for all
of 2006 and remain employed by the Company as of the payment date.
7. Definitions. As used in the Plan, the following words shall
have the following meanings:
Consolidated EBITDA shall mean the Company's consolidated net income (or loss)
before income taxes, interest expense, depreciation and amortization, adjusted
to exclude stock-based compensation expense, incentive compensation expense,
cumulative effect of accounting changes and one-time, nonrecurring expenses.
Division EBITDA shall mean a specified division's net income (or loss) before
income taxes, interest expense, depreciation and amortization, adjusted to
exclude stock-based compensation expense, incentive compensation expense,
cumulative effect of accounting changes and one-time, nonrecurring expenses.
Segment EBITDA shall mean a specified segment's net income (or loss) before
income taxes, interest expense, depreciation and amortization, adjusted to
exclude stock-based compensation expense, incentive compensation expense,
cumulative effect of accounting changes and one-time, nonrecurring expenses.
Individual Objectives shall mean individual performance measures as approved by
the Company's Chief Executive Officer for all Participants other than Executive
Officers, which shall include a component relating to net new sales for the
Physician Solutions Division for all Operations Executives and Divisional Senior
Management.
EXHIBIT A
<Table>
<Caption>
PARTICIPANT TARGET BONUS
AS A PERCENTAGE OF BASE SALARY
- ---------------------- ------------------------------
Corporate Executives:
Philip M. Pead 130%
Chris E. Perkins 100%
Philip J. Jordan 80%
Paul J. Quiner 80%
Operations Executives:
Patrick J. Leonard 80%
David F. Mason 80%
G. Scott MacKenzie 80%
Karl E. Straub 50%