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Exhibit 10.31
[DIGITALNET LOGO]
GOVERNMENT SOLUTIONS
2003 Short Term
Incentive Program
Plan Document
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DIGITALNET 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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I. INTRODUCTION
The DigitalNet Government Solutions LLC ("DigitalNet" or the "Company")
2003 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
- Align the management team's financial interests with those of the
Company shareholders.
- Support a performance-oriented environment that rewards individual,
business unit and overall DigitalNet Government Solutions results.
- Attract, motivate and retain key management who are critical to the
long-term success of the Company.
- Align compensation with the Company's business strategy, values and
management initiatives.
III. EFFECTIVE DATE
This Program shall take effect on January 1, 2003, and remain in effect
until December 31, 2003, 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 at the time of payment in order to be
eligible for payment under the Program. 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.
While a Participant is covered under this Program, they will not be
eligible for any other Company incentive plan.
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.
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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 100% performance in the financial and subjective individual goals,
assigned in his/her TARGET GOAL WORKSHEET DOCUMENT.
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 objectives.
The Short Term Incentive Plan is designed so that each Participant
is rewarded based on the performance of their organizational unit
and the unit(s) above. 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, the unit above and DigitalNet overall.
Participants at the Senior Executive and Staff Management levels
will have financial targets related to the DigitalNet overall and
their business units, where applicable. All Participants will
also have Booked Backlog and subjective individual goals. Each
of these targets is considered a component.
B. COMPONENTS
Certain financial components may be weighted differently dependent
upon the nature of the job responsibilities of the Participant. The
weighting of each component is reflected in the Target Goal Worksheet
of each Participant.
The financial components are described as:
REVENUE (SALES): The inflow of assets to the company resulting from
the delivery of goods and services to its customers as reported in the
DigitalNet Government Solutions Monthly Financial Reports.
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GROSS MARGIN: Calculated by subtracting cost of goods sold from
revenue as reported in the DigitalNet Government Solutions Monthly
Financial Reports.
EBITDA: Earnings Before Interest, Taxes, Depreciation & Amortization
as calculated in the DigitalNet Government Solutions Monthly Financial
Reports.
BOOKED BACKLOG: Booked Backlog is the estimated revenue from customer
contracts including option periods expected to be exercised. The
financial target will be expressed in terms of backlog at year end for
the following year (backlog at 12/31/2003 for 2004).
Shortly after the beginning of each plan year, the Finance Department
will provide the target goals for the DigitalNet and Business Unit
financials. These financial numbers will provide the goals for all
financial components reflected in the Target Goal Worksheet Document.
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COMPONENTS PROGRAM/ PROJECT PROGRAM/ PROJECT VP / OPERATIONS SENIOR VP / DIGITALNET STAFF
MANAGER DIRECTOR KEY PERSONNEL MANAGEMENT
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
PROGRAM/ PROJECT OVERALL 40% OVERALL 40%
Revenue 60% 50%
Gross Margin 40% 30%
Booked Backlog 0% 20%
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
BUSINESS UNIT OVERALL 30% OVERALL 25% OVERALL 40%
Revenue 50% 50% 50%
Gross Margin 30% 30% 30%
Booked Backlog 20% 20% 20%
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
DIGITALNET OVERALL 25% OVERALL 30% OVERALL 50% OVERALL 80%
Revenue 50% 50% 50% 50%
EBITDA 30% 30% 30% 30%
Booked Backlog 20% 20% 20% 20%
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
INDIVIDUAL OBJECTIVES 5% 5% 10% 20%
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TOTAL 100% 100% 100% 100%
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</Table>
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
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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 50% payout for
achievement at minimum target goals (minimum for payout). All
financial components are eligible for overachievement up to a
maximum of 150% payout for achievement of the maximum target. See
Appendix A for Payout Matrices.
2. Individual Objectives Component
The Participant's immediate manager will establish individual
objectives that may be quantitative or subjective at the beginning
of each plan year. At the end of each plan year, the manager will
determine the eligible percentage performance for the individual
objectives component. The Senior Leadership Team member will have
final approval on the immediate manager's recommendation.
The range of payout will be from 50% for achievement at the
minimum target and 100% of achievement at the maximum target.
4. Example of calculations:
Participant at $100,000 base and 15% Total Target Bonus = $15,000
Total Target Dollars
(EXAMPLE OF PROGRAM DIRECTOR TARGET WORKSHEET)
<Table>
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- ------------------------------------ ---------------- ----------------- ---------------- ---------------- -------------
CY 2003 TARGET GOALS FOR GOALS FOR GOALS FOR
COMPONENTS WEIGHT BONUS DOLLARS MINIMUM PAYOUT TARGET PAYOUT MAXIMUM
50% 100% PAYOUT 150%
($ IN 000'S) ($ IN 000'S) ($ IN 000'S)
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PROGRAM/ PROJECT OVERALL 40%
Revenue 50% $3,000 $33,250 $35,000 $38,500
Gross Margin 30% $1,800 $8,313 $8,750 $9,625
Booked Backlog 20% $1,200 $27,000 $30,000 $33,000
- ------------------------------------ ---------------- ----------------- ---------------- ---------------- -------------
BUSINESS UNIT OVERALL 25%
Revenue 50% $1,875 $105,165 $110,700 $121,770
Gross Margin 30% $1,125 $23,560 $24,800 $27,280
Booked Backlog 20% $750 $90,000 $100,000 $110,000
- ------------------------------------ ---------------- ----------------- ---------------- ---------------- -------------
DIGITALNET OVERALL 30%
Revenue 50% $2,250 $311,400 $327,800 $360,580
EBITDA 30% $1,350 $42,370 $44,600 $49,060
Booked Backlog 20% $900 $208,800 $232,000 $255,200
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INDIVIDUAL OBJECTIVES 5% $750 n/a n/a n/a
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TOTAL BONUS POTENTIAL 100% $15,000 $7,500 $15,000 $22,500
- ------------------------------------ ---------------- ----------------- ---------------- ---------------- -------------
</Table>
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(EXAMPLE OF PROGRAM DIRECTOR PAYOUT)
<Table>
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- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
TARGET BONUS DOLLARS @ ACTUAL EARNED
GOALS WEIGHT OF GOALS 100% OF GOAL ACTUAL PERCENTAGE OF INCENTIVE
ACHIEVEMENT (ROUNDED)
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PROGRAM/ PROJECT OVERALL 40%
Revenue 50% $3,000 110% $4,500
Gross Margin 30% $1,800 95% $900
Booked Backlog 20% $1,200 95% $900
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BUSINESS UNIT OVERALL 25%
Revenue 50% $1,875 100% $1,875
Gross Margin 30% $1,125 105% $1,406
Booked Backlog 20% $750 105% $938
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DIGITALNET OVERALL 30%
Revenue 50% $2,250 110% $3,375
EBITDA 30% $1,350 95% $675
Booked Backlog 20% $900 110% $1,350
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INDIVIDUAL OBJECTIVES 5% $750 90% $675
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TOTAL 100% $15,000 $16,594
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</Table>
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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 DigitalNet
Government Solutions President.
EACH PROGRAM PARTICIPANT MUST SIGN THE TARGET GOAL WORKSHEET DOCUMENT
ESTABLISHING EACH OF 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, 2003. Awards will be paid only to Participants
who are still considered active under this Program at the time of
payment. 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 Senior Vice
President of Administrative Services, 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 DigitalNet Compensation
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, 2003
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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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 Senior Vice President of
Administrative Services 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 a LOA 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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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 DigitalNet 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 DigitalNet 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 Senior Vice
President of Administrative Services, 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 DigitalNet 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 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
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time between DigitalNet 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.
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