EX-10.1 2 rrd67267_3655.htm FORM OF EXECUTIVE INCENTIVE PLAN

EXHIBIT 10.1

 

 

 

Internet Security Systems, Inc.

[YEAR] ISS Executive

Incentive Plan

 

[Approval Date]

I. PURPOSE

This Executive Incentive Plan (the "Plan") sets forth the Company's policies governing compensation effective January 1, [YEAR] through December 31, [YEAR] or until such time as the Plan is amended in writing. Your individual base salary level and quarterly and annual incentive targets are reflected on the attached Individual Compensation Opportunity Statement.

In order to receive incentive compensation payments under this Plan, you must sign and return a copy of this Plan to the VP, Human Resources. Further, you must be employed through the end of a performance period to qualify for an incentive payment for that period (quarterly or annual).

II. OBJECTIVES

The objectives of the Executive Incentive Plan are to reward you for:

    • Executing our plan in accordance with corporate revenue, profitability and operational goals
    • Representing ISS' best interests in all business relationships
    • Contributing to the successful development and achievement of ISS' strategic goals and objectives
    • Working with other key members of the management team in clarifying and communicating a winning market and product strategy and translating this strategy into clear market plans
    • Developing a corporate culture based upon performance, integrity, compassion and ISS core values

III. RESPONSIBILITIES

Your responsibilities in keeping with the objectives stated above are to:

    • Represent yourself and ISS at all times in the most ethical and professional manner
    • Lead your individual unit with integrity and in accordance with ISS core values
    • Take full responsibility to execute company plans and meet performance objectives

established in accordance with our strategic imperatives.

    • Meet or exceed performance targets as set forth in this Plan
    • Manage expenses associated with your activities wisely, prudently and in accordance with the company's expense policies
    • Ensure that your behavior and leadership continually perpetuate the GO ISS culture

 

IV. INCENTIVE COMPENSATION PLAN

Your variable compensation opportunity will be made up of Quarterly and Annual Incentive Opportunities as outlined in the Individual Compensation Opportunity Statement furnished to you.

V. PAYMENTS

Incentive Payments will be made quarterly within 30 days from ISS announced earnings and performance. All payments will be made for achievement against the [YEAR] ISS measures and approved by the Compensation Committee of the Board of Directors.

VI. QUARTERLY INCENTIVE PLAN MEASURES

The quarterly incentive plan measures for Corporate Executives are:

    • ISS consolidated quarterly revenue
    • Quarterly earnings per share (non-GAAP, as adjusted)
    • Days Sales Outstanding at end of quarter

The quarterly incentive plan measures for Theatre Heads are:

    • Theatre product quarterly revenue
    • Theatre total quarterly revenue
    • Theatre quarterly contribution margin
    • Theatre Days Sales Outstanding at end of quarter

The relative weighting among the incentive plan measures is provided in the Individual Compensation Opportunity Statement furnished to you.

VII. ANNUAL INCENTIVE MEASURES

The annual incentive plan measures for Corporate Executives are:

    • ISS consolidated annual revenue
    • Annual earnings per share (non-GAAP, as adjusted)

The annual incentive plan measures for Theatre Heads are:

    • Theatre total annual revenue
    • Theatre annual contribution margin

The relative weighting among the incentive plan measures is provided in the Individual Compensation Opportunity Statement furnished to you.

In addition to the above quarterly and annual incentives, Corporate Executives and Theatre Heads may be eligible to participate in an additional bonus opportunity that is contingent upon the achievement of extraordinary annual revenue growth for the [YEAR] fiscal year. The incentive opportunity is stated in the Individual Compensation Opportunity Statement furnished to you if applicable.

VIII. GENERAL PROVISIONS

Modification of the Plan

ISS reserves the right to modify this Plan as deemed necessary by the Compensation Committee of the Board of Directors.

Final Authority on Disputes

Final authority for issues not specifically addressed in this Plan, and for all matters of administration of the Plan shall be decided by the Compensation Committee of the Board of Directors.

Right to Terminate

Nothing in this Plan shall be construed to imply a contract of employment between ISS and you. ISS reserves the right to terminate your employment or participation in this Plan at any time with or without cause. Should you terminate employment, either voluntarily or involuntarily, then all incentive payments/commissions under this Plan not yet earned, as defined in the Plan, shall be forfeited.

Governing Law

This Plan shall be governed by and construed in accordance with the laws of the State of Georgia.

 

IX. FORM OF -

[YEAR] INDIVIDUAL COMPENSATION OPPORTUNITY STATEMENT

Participant:

Title:

  1. Quarterly and Annual Metrics for Corporate Executives and Theatre Heads.
    1. The total incentive opportunity will be split between quarterly and annual components as follows:

Participant

Quarterly

Annual

Corporate Executives

 

 

Theatre Heads

 

 

    1. The quarterly incentive plan measures for Corporate Executives are allocated among the following performance metrics:

Measure

Description

Weight

Quarterly Revenue

ISS Revenue

 

Profitability

Earnings Per Share

 

DSO

Days Sales Outstanding

 

    1. The quarterly incentive plan measures for Theatre Heads are allocated among the following performance metrics:

Measure

Description

Weight

Theatre Product Revenue

Total quarterly revenues from software licenses and products

 

Theatre Total Revenue

Total quarterly revenues from products, subscriptions and services

 

Contribution Margin

Measured as the percentage of (theatre operating revenues minus theatre operating expenses) to theatre operating revenues

 

Theatre DSO

Days Sales Outstanding

 

    1. The annual incentive plan measures for Corporate Executives are allocated among the following performance metrics:

Measure

Description

Weight

Annual Revenue

ISS Revenue

 

Annual Profitability

Earnings per Share

 

    1. The annual incentive plan measures for Theatre Heads are allocated among the following performance metrics:

Measure

Description

Weight

Annual Revenue

Theatre Revenues

 

Annual Profitability

Contribution Margin

 

    1. Incentive weights and specific Q1 and [YEAR] annual targets for the measures were approved by the Compensation Committee on [DATE]. Specific targets for subsequent quarters, any changes to the [YEAR] annual targets, and calculations for payment of quarterly and annual incentive compensation are subject to approval of the Compensation Committee of the Board of Directors. Its decisions are final.
  1. Your Individual Compensation.

Annual Base Salary As of January 1, [YEAR]:

$

 

 

Quarterly Incentive Opportunity for [YEAR]:

 

Q1

$

Q2

$

Q3

$

Q4

$

[YEAR] Total Quarterly Opportunity

$

 

 

[YEAR] Annual Incentive Plan Opportunity

$

 

 

[YEAR] Total Cash Compensation Opportunity

$

 

 

Additional Bonus Opportunity (Contingent upon achieving stated ISS [YEAR] Consolidated Revenues)

 

 

$

 

 

Long-Term Incentives:

  • Stock Options Granted in [DATE]

 

 

 

 

In order to receive incentive compensation payments under this Plan, you must sign and return the original to the VP Human Resources. Please retain a copy for your records.

ACCEPTED:

Participant's Name: _______________________________

Signature: ____________________________

Date: ________________________________