FISCAL YEAR 2011 FORMAL BONUS PLAN BETWEEN MAM SOFTWARE GROUP, INC. And CHARLES TRAPP (Executive)
FISCAL
YEAR 2011 FORMAL BONUS PLAN
BETWEEN
And
XXXXXXX
XXXXX
(Executive)
THIS FISCAL YEAR 2011 BONUS
PLAN (this “Plan”), dated as of July 1, 2010 (the “Effective Date”) is
entered into by and between MAM Software Group, Inc., a Delaware corporation
(the “Company”), and Xxxxxxx Xxxxx, an individual with a physical address at
0000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, XX, 00000, XXX (the “Executive”) (collectively,
the “Parties,” individually, a “Party”).
ARTICLE
ONE
BONUS
PLAN COMPENSATION
1. Annual Cash
Incentive.
a) Executive
will be entitled to an Annual Cash Incentive provided the following metrics, as
applied to targets established by the Compensation Committee or independent
directors (defined pursuant to NASDAQ rules and regulations):
In
the event the Company’s results amount to less than 80% of the
established target(s), the Executive will be entitled to no cash
bonus.
In
the event the Company’s results are equal to 80% of
the established target(s), the Executive will be entitled to a cash bonus of 25%
of his Base Salary.
In
the event the Company’s results are equal to 100% of
the established target(s), the Executive will be entitled to a cash bonus of 50%
of his Base Salary.
In
the event the Company’s results are equal to or better
than 120% of the established target(s), the Executive will be entitled to
a cash bonus of 75% of his Base Salary.
Results
between the established parameters described herein will be
interpolated.
b) The
actual earned Annual Cash Incentive, if any, payable to Executive for any
performance period will depend upon the extent to which the applicable
performance goal(s) specified by the Compensation Committee are achieved and
will be decreased or increased for under- or over- performance. The
Compensation Committee has established, for purposes of fiscal year ending June
30, 2011, an organic EBITDA target of Five Million US Dollars
(US$5,000,000).
c) EBITDA
is calculated as Operating Profit + Depreciation + Amortization + Stock-based
Compensation.
2. Annual Long-Term Ongoing
Performance Equity Incentive.
a) Any
long-term incentive will be subject to terms and conditions of the Company’s
2007 Stock Incentive Plan (the “LTIP”), or any successor thereto, or any other
equity-based compensation plan that may be established by the Committee and
approved by the shareholders. In addition, any long-term incentive
will be subject to the Committee’s standard terms and conditions for the
applicable type of award, including vesting criteria such as continued service
or performance objectives.
b) Executive
will be entitled to an Annual Long-Term Ongoing Performance Equity Incentive
provided the following metrics, as applied to targets established by the
Compensation Committee or independent directors (defined pursuant to NASDAQ
rules and regulations):
The
Executive will immediately receive a stock option grant equal to 75% of his Base
Salary, on an as-exercised basis.
The
common stock option grant will be priced at the close of the first business day
of the 2011 Fiscal Year and will have a term of ten (10) years, if
vested.
In
the event the Company’s results amount to less than 80% of the
established target(s), none of the option grant will vest and the options will
be irrevocably forfeited by the Executive.
In
the event the Company’s results are equal to 80% of
the established target(s), an equivalent as-exercised option grant value of 25%
of the Executive’s Base Salary, at the time of grant, will vest immediately. The
remainder of the grant will be irrevocably forfeited by the
Executive.
In
the event the Company’s results are equal to 100% of
the established target(s), an equivalent as-exercised option grant value of 50%
of the Executive’s Base Salary, at the time of grant, will vest immediately. The
remainder of the grant will be irrevocably forfeited by the
Executive.
In
the event the Company’s results are equal to or better
than 120% of the established target(s), the entire option grant will vest
immediately.
Results
between the established parameters described herein will be
interpolated.
c) The
actual earned Annual Long-Term Ongoing Performance Equity Incentive, if any,
payable to Executive for any performance period will depend upon the extent to
which the applicable performance goal(s) specified by the Compensation Committee
are achieved and will be decreased or increased for under- or over-
performance. The Compensation Committee has established, for purposes
of fiscal year ending June 30, 2011, a Three (3) Year Organic Revenue Compounded
Average Growth Rate (CAGR) target of Ten Percent (10%) over the next Three (3)
Fiscal Years, ending June 30, 2013.
d) The
common stock option grant will vest immediately upon Change of Control as
defined in the Executive’s current employment agreement.
[Signatures
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IN WITNESS WHEREOF, the
parties have set their hands and seals hereunto on the date first above
written.
| MAM SOFTWARE GROUP, INC. | EXECUTIVE | |||
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By:
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By:
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Name:
Xxxxxx Xxxxxxxx
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Name:
Xxxxxxx Xxxxx
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Title: Chairman,
Compensation Committee
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