EXHIBIT 10.8
IVAX CORPORATION
U.S. INCENTIVE BONUS PLAN
1. PURPOSE OF PLAN: The purpose of the U.S. Incentive Bonus
Plan (the "Plan") is to recognize, motivate and provide meaningful financial
incentives to designated employees at IVAX Corporation and certain of its
subsidiaries to meet corporate and business unit profit objectives.
2. DEFINITIONS. In addition to terms defined elsewhere in
this Plan, the following terms shall have the meanings indicated for purposes of
the Plan.
"BASE COMPENSATION" of an Eligible Participant means his or
her annual base salary earned during the applicable Plan Year.
"BONUS AWARD" means the actual bonus, if any, to be paid to an
Eligible Participant with respect to a Plan Year.
"BONUS LEVEL" means the actual Bonus Level used to calculate
an Eligible Participant's Bonus Award.
"BUSINESS UNIT TARGET" means, for any Plan Year, the target
financial criteria and performance level for the applicable business unit
established by Corporate Management, calculated as prescribed by Corporate
Management.
"COMMITTEE" means the Compensation and Stock Option Committee
of the Board of Directors of IVAX Corporation.
"CORPORATE MANAGEMENT" means the officer or officers of IVAX
Corporation selected by the Committee to make determinations under the Plan.
"CORPORATE TARGET" means, for any Plan Year, the target level
of earnings per share for IVAX Corporation established by Corporate Management,
calculated as prescribed by Corporate Management.
"ELIGIBLE PARTICIPANT" means each employee of IVAX who is
designated by Corporate Management as eligible to participate in the Plan and to
receive Bonus Awards under the Plan with respect to a specific Plan Year. Except
as otherwise determined by Corporate Management, any employee who participates
in any other bonus plan offered by IVAX is not eligible to participate in the
Plan. Corporate Management may declare an Eligible Participant ineligible to
receive a Bonus Award if his or her conduct or performance so warrants.
"IVAX" means IVAX Corporation and its U.S.-based subsidiaries,
other than IVAX Industries, Inc.
"MAXIMUM BONUS LEVEL" means, for any Plan Year, the percentage
of Base Compensation approved by Corporate Management for an Eligible
Participant as such person's "Maximum Bonus Level."
"PLAN YEAR" means a fiscal year of IVAX Corporation in which
the Committee has determined to implement the Plan.
3. EFFECTIVE DATE OF PLAN: The Plan shall be effective for
the fiscal year beginning January 1, 1996, and for each fiscal year thereafter
in which the Committee determines to implement the Plan.
4. BONUS LEVEL.
(a) NON-CORPORATE ELIGIBLE PARTICIPANTS. For any Plan Year,
the Bonus Level of an Eligible Participant employed by a business unit (other
than corporate) shall be equal to the sum of the following components: (1) if
and only if the Business Unit Target is satisfied for the Plan Year, the sum of
(a) 25% of his or her Maximum Bonus Level and (b) up to 25% of his or her
Maximum Bonus Level, based on such person's individual performance during the
Plan Year; and (2) if and only if the Corporate Target is satisfied for the Plan
Year, the sum of (x) 25% of his or her Maximum Bonus Level and (y) up to 25% of
his or her Maximum Bonus Level, based on such person's individual performance
during the Plan Year. The individual performance component of the Bonus Level
shall be determined by Corporate Management in its discretion.
(b) CORPORATE ELIGIBLE PARTICIPANTS. For any Plan Year, the
Bonus Level of an Eligible Participant employed by corporate shall be equal to
the sum of the following components: (1) if and only if the Corporate Target is
satisfied for the Plan Year, 50% of his or her Maximum Bonus Level and (2) if
and only if the Corporate Target is satisfied for the Plan Year, up to 50% of
his or her Maximum Bonus Level, based on such person's individual performance
during the Plan Year. The individual performance component of the Bonus Level
shall be determined by Corporate Management in its discretion.
5. BONUS AWARD. The Bonus Award to be paid to each Eligible
Participant, if any, shall be equal to his or her Bonus Level for the applicable
Plan Year multiplied by his or her Base Compensation for the applicable Plan
Year. Unless otherwise determined by Corporate Management, the Bonus Award of
any Eligible Participant who was not employed by IVAX at the commencement of the
Plan Year shall be pro-rated; provided that, unless otherwise determined by
Corporate Management, no Bonus Awards shall be paid to any Eligible Participant
who was not employed as of October 1st of the applicable Plan Year. Bonus
Awards, if any, will be paid to Eligible Participants as soon as practical after
financial results are announced for the applicable Plan Year, but no later than
March 31st of the following year. Payment of all Bonus Awards are subject to the
approval of Corporate Management.
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6. TERMINATION OF EMPLOYMENT. Unless otherwise determined by Corporate
Management, an Eligible Participant who terminates his or her employment prior
to the Bonus Award payment date for a Plan Year for any reason will not be
eligible to receive any Bonus Award. Corporate Management shall determine
whether and the extent to which an Eligible Participant who retires, becomes
disabled, or dies during a Plan Year shall be entitled to receive a Bonus Award
on a case by case basis.
7. CERTAIN PLAN MATTERS. Corporate Management shall have the authority,
in its discretion, to interpret all provisions of the Plan and their
application, and to make any other determinations deemed necessary or advisable
with respect to the Plan and its administration. Participation in the Plan does
not confer upon any Eligible Participant any right with respect to continuation
of employment by IVAX, nor interfere with the right of IVAX to terminate the
employee at any time. Participation in the Plan for any Plan Year does not
confer a right to participation in the Plan in any subsequent Plan Year. The
existence of the Plan does not limit Corporate Management's right to make any
other compensation or bonus arrangements with IVAX employees. The Plan is
unfunded, and no amounts will be set aside for Bonus Awards unless otherwise
determined by Corporate Management.
8. DETERMINATIONS WITH RESPECT TO CERTAIN EMPLOYEES. With respect to
all executive officers of IVAX, as defined under Section 16 of the Securities
and Exchange Act of 1934, as amended, and certain other officers of IVAX
Corporation for which the Committee approves compensation, all determinations
which may be made by Corporate Management under the Plan shall be made instead
by the Committee, including without limitation, the determination of the Maximum
Bonus Level, Corporate Target, Business Unit Target, and the individual
performance component of the Bonus Level.
10. AMENDMENT. Corporate Management may amend or terminate the
Plan in its discretion at any time.
11. GOVERNING LAW. This Plan shall be governed by the laws
of the State of Florida, without regards to the conflict of law
principles thereof.
Dated: March 15, 1996