December 26, 2019 - EXHIBIT 10.1 FY 2020 BONUS PLAN - 8-K: Current report filing

EXHIBIT 10.1

EMCORE CORPORATION

FISCAL 2020 BONUS PLAN

This EMCORE Corporation Fiscal 2020 Bonus Plan (this “Bonus Plan”) sets forth the terms of the fiscal 2020 annual incentive bonus opportunity for eligible employees of EMCORE Corporation (the “Corporation”) selected to participate in this Bonus Plan (each, a “Participant”).


1.	ADMINISTRATION

This Bonus Plan shall be administered by the Compensation Committee of the Board of Directors (the “Committee”) of the Corporation. The Committee shall act as the Administrator of this Bonus Plan, and shall have the authority to construe and interpret this Bonus Plan, to prescribe, amend, and rescind rules and regulations relating to this Bonus Plan, and to authorize the Corporation’s Chief Executive Officer (the “CEO”) or his delegates to make determinations under this Bonus Plan for Participants who are not executive officers of the Corporation (the “Other Participants”). Any powers of the Administrator pursuant to this Bonus Plan may also be exercised by the Board of Directors of the Corporation.


2.	AWARDS

Each Participant will be granted an “Award” under this Bonus Plan.

For Participants who are executive officers of the Corporation (the “Executive Officers”), subject to the terms and conditions of this Bonus Plan, each Award represents the opportunity to receive a cash payment (the “Bonus”) for the Corporation’s 2020 fiscal year (the “Performance Period”). Subject to the terms and conditions of this Bonus Plan, Awards for certain Other Participants selected by the CEO or his delegates may also represent the opportunity to receive a Bonus for the Performance Period.

Each Participant will have a Target Bonus Amount for the Performance Period. As used herein and unless otherwise determined by the CEO for certain Other Participants, “Target Bonus Amount” with respect to an Award means the amount obtained by multiplying (i) the rate of regular base salary (without giving effect to any overtime compensation and based solely on a 40-hour work week) payable to the Participant for the Performance Period as of the end of the Performance Period, by (ii) the Participant’s target bonus opportunity, expressed as a percentage of such rate of base salary, as established by the Committee for Executive Officers or by the CEO or his delegates for the Other Participants. If determined by the CEO for certain Other Participants at a Grade Level 6 or below, “Target Bonus Amount” with respect to an Award shall mean the fixed target bonus amount established by the CEO with respect to such Other Participant.


3.	BONUS DETERMINATION

For each of the CEO and the Corporation’s Chief Financial Officer, SVP Engineering and SVP Operations, 100% of the Target Bonus Amount shall become payable based upon the Corporation’s performance during the Performance Period as determined pursuant to the provisions of this Section 3.

For the Other Participants, their Target Bonus Amount for the Performance Period shall become payable based upon any of (i) the Corporation’s performance and/or (ii) the Participant’s performance, in such percentages as determined by the CEO or his delegates, and in each case as determined pursuant to the provisions of this Section 3.

(a) Corporation Performance

The Corporation’s performance shall be measured using the Corporation’s Net Cash (as defined below) as of September 30, 2020. For Participants at a Grade Level 10 or higher, if the Corporation’s Net Cash at the end of the Performance Period does not meet or exceed 80% of the target level established by the Committee for the Performance Period (the “Net Cash Target”), the amount of Bonus payable to a Participant with respect to the Corporation’s performance (the “Corporation Performance Bonus Amount”) for the Performance Period will be zero. If the Corporation’s Net Cash meets or exceeds 80% of the Net Cash Target at the end of the Performance Period, the Corporation Performance Bonus Amount, if any, payable to such Participant for the Performance Period will be

determined by multiplying (i) the amount of the Participant’s Target Bonus Amount tied to the Corporation’s performance, if any by (ii) the funding percentage as set forth in the following table:



Net Cash (% of Target)	Corporation Performance Bonus Amount Funding Percentage (%)
80%	60%
90%	80%
95%	95%
100%	100%
120%	120%

If the Corporation’s Net Cash percentage at the end of the Performance Period is between the percentage levels listed in the table above, the funding percentage shall be pro-rated on a straight-line basis between the closest two percentages listed in the table above (except that, for Net Cash percentages between 90-95% of the Net Cash Target, the funding percentage shall be calculated as (i) 100% less (ii) twice the difference between 100% and the Net Cash percentage). The maximum funding percentage for the Performance Period shall be 120% and no additional Corporation Performance Bonus Amount shall be paid for the Performance Period if the Corporation’s Net Cash at the end of the Performance Period is above 120% of the Net Cash Target.

For Participants between a Grade Level 7 and Grade Level 9, if the Corporation’s Net Cash does not meet or exceed 50% of the Net Cash Target, the Corporation Performance Bonus Amount for the Performance Period will be zero, and if the Corporation’s Net Cash meets or exceeds 50% of the Net Cash Target for the Performance Period, the Corporation Performance Bonus Amount, if any, payable to such Participant for the Performance Period will be determined by multiplying (i) the amount of the Participant’s Target Bonus Amount tied to the Corporation’s performance, if any, by (ii) the funding percentage as set forth in the following table:



Net Cash (% of Target)	Corporation Performance Bonus Amount Funding Percentage (%)
50%	50%
60%	60%
70%	70%
80%	80%
90%	90%
100%	100%
110%	110%
120%	120%

For purposes of this Bonus Plan, “Net Cash” means the Corporation’s cash and cash equivalents at the end of the Performance Period minus indebtedness for money borrowed at the end of the Performance Period, as determined under generally accepted accounting principles in the United States.

(b) Individual Performance.

For the Performance Period, the Administrator, or, in the case of Other Participants, the CEO or his delegates, shall determine the individual performance goals for each Participant and shall communicate such goals to the Participant. At the end of the Performance Period, the Administrator, or, in the case of Other Participants, the CEO or his delegates, shall evaluate, or cause to be evaluated, the individual performance of each Participant during the Performance Period and shall determine the percentage by which the Participant achieved his or her individual performance goals for the Performance Period (the “Individual Performance Bonus Funding Percentage”). The Individual Performance Bonus Funding Percentage may range from 0% to 120%. The amount of Bonus payable to each Participant with respect to such Participant’s individual performance during the Performance Period (the “Individual Performance Bonus Amount”) shall be determined by multiplying (i) the amount of the Participant’s Target Bonus Amount tied to the individual’s performance by (ii) the Individual Performance Bonus Funding Percentage.

(d) Bonus Amount.

Subject to the Corporation’s Net Cash meeting or exceeding 100% of the Net Cash Target at the end of the Performance Period, the amount of the Bonus payable to a Participant for the Performance Period shall equal the sum of any applicable (i) Corporation Performance Bonus Amount and (ii) Individual Performance Bonus Amount for the Performance Period.


(e)	Bonus Certification; Payment.

For the Executive Officers, as soon as reasonably practicable after the end of the Performance Period, the Administrator shall determine the Net Cash of the Corporation at the end of the Performance Period and the amount of each Executive Officer’s Bonus payable pursuant to this Bonus Plan. Any Bonuses becoming payable to the Executive Officers pursuant to this Bonus Plan shall be paid in cash as soon as reasonably practicable following the determination of the Bonus pursuant to this Section 3(e), with all such Bonuses to be paid no later than March 15, 2021.

For the Other Participants, the CEO or his delegates shall determine the amount of each Participant’s Bonus payable pursuant to this Bonus Plan for the Performance Period, provided that the payment of such Bonuses shall also be subject to the approval of the Committee if determined to be appropriate by the Committee. Any Bonuses becoming payable to Other Participants pursuant to this Bonus Plan shall be paid in cash as soon as reasonably practicable following the end of the Performance Period, with all Bonuses to be paid no later than March 15, 2021.


4.	NEWLY-HIRED PARTICIPANTS

In order to be eligible to be selected as a Participant in this Bonus Plan for the Performance Period, any person whose employment with the Corporation begins after commencement of the Performance Period must be employed by the Corporation on or prior to June 30, 2020. Notwithstanding the foregoing, if any Participant is selected to participate in this Bonus Plan after June 30, 2020, the Administrator shall have the discretion to make appropriate pro-rata adjustments to the amount of the Participant’s Bonus based on the number of complete months or days the Participant was employed by the Corporation during the Performance Period.


5.	CONTINUED EMPLOYMENT REQUIREMENT

Unless otherwise provided in a Participant’s employment agreement, severance benefits agreement, or similar agreement with the Corporation, a Participant must remain in good standing and continuously employed by the Corporation or one of its subsidiaries through the Bonus payment date in order for any Bonus to become payable pursuant to this Bonus Plan. Unless otherwise provided in a Participant’s employment agreement, severance benefits agreement, or similar agreement with the Corporation, if a Participant terminates employment with the Corporation or one of its subsidiaries for any reason prior to the Bonus payment date, all of the Participant’s rights under this Bonus Plan will automatically terminate.


6.	RECOUPMENT OF BONUS PAYMENTS

Any Bonuses becoming payable pursuant to this Bonus Plan shall be subject to the terms of the Corporation’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Bonuses or other cash or property received with respect to the Bonuses.


7.	GENERAL PROVISIONS


7.1	Eligible Employees. All regular, full-time and part-time employees of the Corporation shall be eligible to participate in this Bonus Plan, except employees who participate in a sales commission plan or other cash incentive plans. An eligible employee shall only become a Participant if he or she is selected to participate in this Bonus Plan.


7.2	Rights of Participants.


(a)	No Right to Continued Employment. Nothing in this Bonus Plan (or in any other documents evidencing any Award under this Bonus Plan) will be deemed to confer on any Participant any right to continue in the employ of the Corporation or any subsidiary or interfere in any way with the right of the Corporation or any subsidiary to terminate his or her employment at any time.


(b)	Bonus Plan Not Funded. No Participant or other person will have any right or claim to any specific funds, property, or assets of the Corporation by reason of any Award hereunder. To the extent that a Participant or other person acquires a right to receive payment pursuant to any Award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Corporation.


7.2	Force and Effect. The various provisions herein are severable in their entirety. Any determination of invalidity or unenforceability of any one provision will have no effect on the continuing force and effect of the remaining provisions.


7.3	Governing Law. This Bonus Plan will be construed under the laws of the State of California.


7.4	Construction. Section 409A. It is intended that Awards granted and Bonuses paid under this Bonus Plan qualify as “short-term deferrals” within the meaning of the guidance provided by the Internal Revenue Service under Section 409A of the Internal Revenue Code of 1986, as amended, and this Bonus Plan shall be interpreted consistent with that intent.

7.5 Tax Withholding. Any Bonuses becoming payable pursuant to this Bonus Plan shall be subject to the Corporation’s withholding such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.

Form: 8-K

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