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Exhibit 10.25
NOTE: REDACTED PORTIONS HAVE BEEN MARKED WITH (***). THE REDACTED PORTIONS
ARE SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT THAT HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION.
[LOGO]
2002 Short Term
Incentive Program Plan
Document for Executive and
Staff Management
January 1, 2002
<Page>
NOTE: REDACTED PORTIONS HAVE BEEN MARKED WITH (***). THE REDACTED PORTIONS
ARE SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT THAT HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION.
GETRONICS GOVERNMENT SOLUTIONS
TABLE OF CONTENTS
PROGRAM DOCUMENT
I. Introduction
II. Purpose
III. Effective Date
IV. Eligibility
V. Program Design
A. Overview
B. Components
C. Payout
VI. Administrative Provisions
A. Target Goal
B. Payment
C. Alterations, Interpretation and Review
D. Partial Service, Transfer, Termination and Leave of Absence
E. Tax Liabilities
F. Employment-at-Will
G. Equal Opportunity
H. Events Not Covered by the Program
I. Other Agreements
J. Modification, Suspension or Termination
Appendixes
A. Payout Matrix
B. Example Worksheet
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NOTE: REDACTED PORTIONS HAVE BEEN MARKED WITH (***). THE REDACTED PORTIONS
ARE SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT THAT HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION.
I. INTRODUCTION
The Getronics Government Solutions ("Getronics" or the "Company") 2002
Short Term Incentive Program ("STIP" or the "Program") supersedes all
previous documents relating to annual incentive compensation. The entire
Program content is contained herein and in the Target Goal Worksheet
Documents, and no one at the Company is authorized or permitted to enter
into any additional or other agreements, or make any verbal or written
representations, regarding incentive compensation for Participants.
II. PURPOSE
The Program is designed to:
O ALIGN THE MANAGEMENT TEAM'S FINANCIAL INTERESTS WITH THOSE OF THE
COMPANY SHAREHOLDERS;
O SUPPORT A PERFORMANCE-ORIENTED ENVIRONMENT THAT REWARDS INDIVIDUAL,
BUSINESS UNIT AND OVERALL GETRONICS GOVERNMENT SOLUTIONS RESULTS;
O ATTRACT, MOTIVATE AND RETAIN KEY MANAGEMENT WHO ARE CRITICAL TO THE
LONG-TERM SUCCESS OF THE COMPANY; AND
O ALIGN COMPENSATION WITH THE COMPANY'S BUSINESS STRATEGY, VALUES AND
MANAGEMENT INITIATIVES.
III. EFFECTIVE DATE
This Program shall take effect on January 1, 2002, and remain in effect
until December 31, 2002, unless modified, suspended or terminated at the
discretion of the Company.
IV. ELIGIBILITY
Employees eligible to participate in the Program (hereinafter called
"Participants") are designated from management positions by executive
management. An eligible employee is designated as a Participant by
delivery of a personalized Target Goal Worksheet Document along with the
Plan document. A Participant must be an active employee in an incentive
eligible position on December 31, 2002 in order to receive a payment. To
receive any incentive payments from this Program, the Participant must
sign his/her personal TARGET GOAL WORKSHEET DOCUMENT as acknowledgement of
receipt of his/her plan document.
Participation is determined on a year-to-year basis. Continued
participation in the Program is not guaranteed. If a previously eligible
Participant is not designated as a Participant in a subsequent year, he or
she, will not receive any adjustment to base salary or additional
compensation in lieu of his or her prior participation in the Program or
as a result of ceasing to be a Participant.
V. PROGRAM DESIGN
A. OVERVIEW
The Participant will be assigned an incentive earnings target expressed in
U.S. dollars. This will represent the approximate amount of compensation
that the Participant may receive for the achievement of (***)% performance
in the financial and subjective individual goals, assigned in his/her
TARGET GOAL WORKSHEET DOCUMENT.
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NOTE: REDACTED PORTIONS HAVE BEEN MARKED WITH (***). THE REDACTED PORTIONS
ARE SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT THAT HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION.
The Participant's opportunity to receive incentive compensation will be
governed by the terms and conditions of this Program and applicable
Company policy.
1. Base Salary
The Participant's base salary is a fixed amount established by the
Company, which is currently paid semi-monthly. The base salary is
exclusive of overtime, premiums, differentials, and employee
benefits.
2. Incentive Compensation
This Program provides the opportunity to earn incentive
compensation, based upon the financial achievements of the Company,
the Business units comprising the Company, programs defined within
the business units, as well as achievement against individual
strategic goals.
There are separate Short Term Incentive Programs in 2002 for each of
the two following groups: Executive and Staff Management, and
Program Management. Each is designed so that each Participant is
rewarded based on the performance of their organizational units. The
specific criteria used to measure achievement depends upon position
and function within the organization. Participants with program
management responsibilities will have financial targets related to
their respective programs and related Getronics financial targets.
Participants in the Executive and Staff Management Program will have
financial targets related to Getronics and business unit financials,
where applicable. All Participants will also have New Business and
subjective individual goals. Each of these targets is considered a
component.
B. COMPONENTS
There are three (3) components to the 2002 STIP Program for
Executive and Staff Management.
1. Financial Components -
a. Getronics Financials ((***)-(***)% of overall
components)
EBITA - (***)%
Revenue - (***)%
Cash Flow - (***)%
DSO - (***)%
b. Business Unit ((***)-(***)% of overall components)
Gross Margin - (***)%
Revenue - (***)%
2. Getronics New Business ((***)-(***)% of overall components)
3. Subjective Individual Objectives ((***)% of overall
components)
Certain financial components may be weighted differently
dependent upon the nature of the job responsibilities for the
Participant. The weighting of each component in total
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NOTE: REDACTED PORTIONS HAVE BEEN MARKED WITH (***). THE REDACTED PORTIONS
ARE SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT THAT HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION.
incentive compensation for the Participant is reflected in the
Target Goal Worksheet Document.
The financial and new business components are described as:
EBITA: Earnings Before Interest, Taxes & Amortization as
calculated in the Getronics Government Solutions Monthly
Financial Reports.
REVENUE (SALES): The inflow of assets to the company resulting
from the delivery of goods and services to its customers as
reported in the Getronics Government Solutions Monthly Financial
Reports.
CASH FLOW: The net cash generated by operating and investment
activities as reported in the Getronics Government Solutions
Monthly Financial Reports.
DAYS SALES OUTSTANDING (DSO): The measure of an Accounts
Receivable balance by the number of days of sales included in
the balance as reported in the Getronics Government Solutions
Monthly Financial Reports.
NEW BUSINESS: Revenue plan growth at the end of the plan year as
compared to the target goals established at the beginning of the
year for Getronics Government Solutions.
Shortly after the beginning of each plan year, the Finance
Department will provide the target goals for the Getronics and
Business Unit financials. These financial numbers will provide
the goals for all financial components reflected in the Target
Goal Worksheet Document.
C. PAYOUT
1. Financial Components
The Finance Department will provide the performance and levels
of achievement against target goals reflected in the Target
Goal Worksheet Document. The PERCENTAGE of achievement of each
measure will be determined by the actual results of each
measure divided by the target goals for that measure. The
PAYMENT of each measure will be the target dollars of each
measured objective multiplied by the achievement percentage on
the payout matrix.
The range of payout for each component will be a (***)%
payout for achievement at (***)% of target goals (minimum
for payout). The EBITA financial component is eligible for
overachievement up to a maximum of (***)% payout for
achievement of (***)% above target. See Appendix A for
Payout Matrix.
For participants with goals associated with their business
unit, the Gross Margin financial component, for services gross
margin, is eligible for overachievement up to a maximum of
(***)% for achievement of (***)% above target.
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NOTE: REDACTED PORTIONS HAVE BEEN MARKED WITH (***). THE REDACTED PORTIONS
ARE SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT THAT HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION.
2. New Business
The Finance Department will provide the performance and levels
of achievement against target reflected in the Target Goal
Worksheet Document. The PERCENTAGE of achievement of each
measure will be determined by the actual results of each
measure divided by the target goals for that measure. A
minimum threshold will be established by the Finance
Department that may not reflect (***)% of the target goal. The
PAYMENT of each measure will be the target dollars of each
measured objective multiplied by the achievement percentage on
the payout matrix.
The range of payout will be from (***)% for achievement at
(***)% of target (minimum for payout) up to a maximum of
(***)% payout for achievement of (***)% above target.
3. Subjective Individual Objectives Component
The Participant's immediate manager using the best criterion,
including overall annual individual and business performance,
will, at the end of each plan year, determine the eligible
percentage for the subjective component. The Senior Leadership
Team member will have final approval on the immediate
manager's recommendation.
The range of payouts will be from (***)% for achievement at
(***)% of target (minimum for payout) to a maximum of
(***)% of achievement.
4. Example of calculations:
Participant at $100,000 base and 15% Total Target Bonus =
$15,000 Total Target Dollars
<Table>
<Caption>
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
TARGET ACTUAL EARNED
GOALS WEIGHT OF GOALS DOLLARS@100% OF ACTUAL PERCENTAGE OF INCENTIVE
GOAL ACHIEVEMENT (ROUNDED)
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
Getronics Financials Overall (***)%
EBITA (***)% $(***) (***)% $(***)
Revenue (***)% $(***) (***)% $(***)
Cash Flow (***)% $(***) (***)% $(***)
DSO (***)% $(***) (***)% $(***)
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
Business Financials Overall (***)%
Gross Margin (***)% $(***) (***)% $(***)
Revenue (***)% $(***) (***)% $(***)
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
Getronics New Business (***)% $(***) (***)% $(***)
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
Subjective
Individual Objectives (***)% $(***) (***)% $(***)
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
Total 100% $(***) $(***)
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
</Table>
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NOTE: REDACTED PORTIONS HAVE BEEN MARKED WITH (***). THE REDACTED PORTIONS
ARE SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT THAT HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION.
VI. ADMINISTRATIVE PROVISIONS
A. TARGET GOAL
The Target Goal is the level of performance that will be expected of the
Participant's individual objectives or measurable factor from an
organizational component. Once target goals are established, adjustments
usually should not be necessary; however, the Company reserves the right
to make changes (up or down) to individual target goals due to changes in
business conditions or other factors, at the sole discretion of and with
the explicit approval from the Vice President of Human Resources.
EACH PROGRAM PARTICIPANT MUST SIGN THE TARGET GOAL WORKSHEET DOCUMENT
ESTABLISHING EACH THE PARTICIPANT'S TARGETS BEFORE ANY INCENTIVES WILL BE
PAID TO THE PARTICIPANT. ALL ORIGINALS MUST BE FILED WITH THE COMPENSATION
DEPARTMENT AND LOCAL MANAGEMENT SHALL MAINTAIN COPIES.
B. PAYMENT
Incentive calculations will be based upon the Participant's base salary on
January 1, 2002. Awards will be paid only to Participants who are still
considered active under this Program as of December 31, 2002. Payment will
be made to the Participant in the same form in which his/her normal pay is
processed. Participants will receive their awards in the first quarter
following the Program year.
C. ALTERATIONS, INTERPRETATION AND REVIEW
The Compensation Director, in conjunction with the Vice President of Human
Resources, has been charged with the responsibility for the review of and
adherence to the Program's provisions and all other incentive compensation
programs and policies within its sole discretion, and for approving
alterations to and interpretation of the Program. Participants seeking
clarification of Program provisions or incentive policy should direct
their inquiries to the Getronics Compensation Director.
D. PARTIAL SERVICE, TRANSFER, TERMINATION AND LEAVE OF ABSENCE
1. Partial Service Policy
Partial Service employees who are newly hired or promoted into
an incentive-eligible position so as to become Participants
after the beginning of the year but prior to October 1, 2002
may become eligible to receive a prorated payment based on the
number of full months in that position divided by 12. Service
beginning ON or BEFORE the fifteenth (15th) of a calendar
month will yield a full month's credit. Credit will begin the
first (1st) of the following month if service begins AFTER the
fifteenth (15th) of a calendar month.
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NOTE: REDACTED PORTIONS HAVE BEEN MARKED WITH (***). THE REDACTED PORTIONS
ARE SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT THAT HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION.
2. Transfer Policy
Program Participants who transfer to another position within
the Company during the program year may continue to be
eligible for incentive compensation or may be removed if they
transfer to an ineligible position. The Compensation Director,
in conjunction with the Vice President of Human Resources will
determine eligibility, and targets will be adjusted, as they
deem appropriate.
3. Termination Policy
The following policy applies to Participants who terminate
from the Company (either voluntarily or involuntarily):
For the purpose of this Program, a Participant is considered
terminated from this Program on the last day of active
employment. The employee may still be "on the payroll", e.g.,
during any layoff, severance, or salary continuation period,
but if the employee is not actively engaged in incentive
eligible activities, the employee is ineligible for any form
of incentive earnings, without regard to any layoff
notification period, severance or salary continuance.
In the event that a Program Participant becomes totally
disabled (as determined for purposes of the Company's
long-term disability plan), or dies during the Program year
(but after the end of the first quarter), the Program
Participant (or the designated beneficiary) will be eligible
to receive Incentive Compensation determined on the
Participant's performance up to the end of the fiscal quarter
prior to the date of disability, or death (annualized through
the end of the year). Any resulting award determined under the
Participant's Target Goal Worksheet Document will be prorated
based upon the Partial Service Policy in paragraph 1 of this
part D. Payment, if any, will be processed in accordance with
the Program.
Participants who terminate from the Company for any reason
other than death or total disability are considered terminated
from this Program upon their termination date and will not
receive any STIP payment with respect to the year of
termination.
4. Leave of Absence Policy (LOA)
A Participant is considered active in the Program when on an
approved Leave of Absence for a period equal to or less than
three (3) months. No change in targets, or measurements will
be made with respect to such a leave. For LOAs greater than
three (3) months, Program eligibility and participation will
be suspended until active status is resumed and the final
payment will be prorated to reflect the period of time on LOA.
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NOTE: REDACTED PORTIONS HAVE BEEN MARKED WITH (***). THE REDACTED PORTIONS
ARE SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT THAT HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION.
E. TAX LIABILITIES
Deductions for all appropriate local, state and federal tax
liabilities will be calculated and withheld from all Incentive
Compensation payments.
F. EMPLOYMENT-AT-WILL
The employment of all Program Participants at Getronics is for an
indefinite period of time and is terminable at any time, with or
without cause being shown, by either the Program Participant or the
Company. This Program shall not be construed to create a contract of
employment for a specified period of time between the Company and
any Program Participant. The Company retains the rights to change
its employment and compensation policies and practices at any and
all times.
G. EQUAL OPPORTUNITY
It is the policy of Getronics Government Solutions and its
subsidiaries and affiliates to provide equal employment opportunity
for all employees and to take Affirmative Action to ensure that
employment, training, compensation, transfer, promotion, and other
terms and conditions of employment are provided without regard to
race, color, religion, national origin, gender, age, marital status,
sexual orientation, disability, Vietnam-era Veteran status, status
as a disabled Vietnam-era Veteran or any other protected category.
The company is committed to maintain a workforce free of racial,
sexual, or any other type of unlawful harassment.
H. EVENTS NOT COVERED BY THE PROGRAM
The Compensation Director, in conjunction with the Vice President of
Human Resources, will review any event not described or anticipated
by this Program, and they will have the sole discretion to determine
the final and binding resolution. This may include recognition of
any financial adjustments that are not associated with the efforts
of the Participant(s).
I. OTHER AGREEMENTS
This Program, including any amendment or supplement hereto,
constitutes the entire understanding of Getronics Government
Solutions and its subsidiaries and affiliates with respect to the
Short Term Incentive Program and cancels and supersedes all other
policies or agreements relating to such Incentive Compensation. No
one at the Company is authorized or permitted to enter into any
additional or other agreements, or make any verbal or written
representations, regarding incentive compensation for
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NOTE: REDACTED PORTIONS HAVE BEEN MARKED WITH (***). THE REDACTED PORTIONS
ARE SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT THAT HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION.
Participants. Nothing in this Program shall be construed to create
or imply the creation of a term contract, nor a guarantee of
employment for any specific period of time between Getronics
Government Solutions and any of its divisions or subsidiaries, and
any Participant.
J. MODIFICATION, SUSPENSION OR TERMINATION
The Company may unilaterally modify or suspend, at any time, in
whole or in part, and if suspended, may reinstate any or all of the
provisions of this Program with or without notice. All modifications
are effective as of the date designated in the decision made by
Management, regardless of when notice of such changes is given.
The Company, at its sole discretion, may publish revisions to this
Program from time-to-time and such revisions shall govern the
operation of the Program for all Participants. Modifications of and
additions to all or any part of this Program will not necessarily
result in the re-publication of the entire Program, but notices of
such changes, deletions and additions will be forwarded to all
Participants.
K. CHANGE IN CONTROL
Notwithstanding any other provision in this document, in the event
of a change of control of the Company and involuntary termination of
the Participant from employment prior to the end of the Program
year, where the termination is directly related to such change of
control, Participants will receive a pro rata payment from the
Program based upon the number of months from the beginning of the
Program year to the date that the employee is terminated
involuntarily, and based further on the actual financial results
accomplished during that same time period.
Change of control is defined as:
1. the closing of a merger or consolidation of the Company with
any other entity; or
2. any Person (other than another Company or a trustee or other
fiduciary holding securities under an employee benefit plan of
a Company) is or becomes the Beneficial Owner, as defined by
applicable federal securities laws, directly or indirectly; or
3. a sale or transfer of substantially all of the assets of the
Company, or approval of such a sale or transfer by the
Company's parent organization.
No benefits will be paid under this provision in the event that the
Participant voluntarily resigns or retires from employment, or in
the event that the Participant is terminated for Cause. For purposes
of this Section K, Cause shall mean (a) the Participant's gross
misconduct or fraud in the performance of his or her employment; (b)
the Participant's conviction or guilty plea with respect to any
felony (except for motor vehicle violations); or (c) the
Participant's material breach of any written employment agreement
between the
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NOTE: REDACTED PORTIONS HAVE BEEN MARKED WITH (***). THE REDACTED PORTIONS
ARE SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT THAT HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION.
Company and the Participant, or of any written code of business
conduct, or continued abandonment of his or her employment with the
Company, which remains uncorrected, or which recurs, after written
notice delivered to the Participant of such breach or abandonment
and a reasonable opportunity to correct such breach or abandonment.
Any pro rata payment under this provision will be in addition to,
and not in lieu of, any other payment or benefit provided to a
Participant under any other arrangement between the Participant and
the Company.
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