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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/30/04 Peregrine Systems Inc 10-K 3/31/03 70:9.1M Merrill Corp/New/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.48M 2: EX-2.10 Plan of Acquisition, Reorganization, Arrangement, HTML 107K Liquidation or Succession 3: EX-2.11 Plan of Acquisition, Reorganization, Arrangement, HTML 40K Liquidation or Succession 4: EX-2.12 Plan of Acquisition, Reorganization, Arrangement, HTML 109K Liquidation or Succession 5: EX-2.13 Plan of Acquisition, Reorganization, Arrangement, HTML 28K Liquidation or Succession 6: EX-2.14 Plan of Acquisition, Reorganization, Arrangement, HTML 357K Liquidation or Succession 7: EX-2.15 Plan of Acquisition, Reorganization, Arrangement, HTML 137K Liquidation or Succession 8: EX-2.16 Plan of Acquisition, Reorganization, Arrangement, HTML 118K Liquidation or Succession 9: EX-2.17 Plan of Acquisition, Reorganization, Arrangement, HTML 120K Liquidation or Succession 10: EX-4.4 Instrument Defining the Rights of Security Holders HTML 153K 11: EX-9.1 Voting Trust Agreement HTML 54K 12: EX-10.1 Material Contract HTML 80K 21: EX-10.10 Material Contract HTML 40K 22: EX-10.11 Material Contract HTML 46K 23: EX-10.12 Material Contract HTML 83K 24: EX-10.13 Material Contract HTML 46K 25: EX-10.14 Material Contract HTML 51K 26: EX-10.15 Material Contract HTML 65K 27: EX-10.16 Material Contract HTML 67K 28: EX-10.17 Material Contract HTML 35K 29: EX-10.18 Material Contract HTML 50K 30: EX-10.19 Material Contract HTML 51K 13: EX-10.2 Material Contract HTML 89K 31: EX-10.20 Material Contract HTML 51K 32: EX-10.21 Material Contract HTML 63K 33: EX-10.22 Material Contract HTML 50K 34: EX-10.23 Material Contract HTML 25K 35: EX-10.24 Material Contract HTML 58K 36: EX-10.25 Material Contract HTML 65K 37: EX-10.26 Material Contract HTML 27K 38: EX-10.27 Material Contract HTML 53K 39: EX-10.28 Material Contract HTML 73K 40: EX-10.29 Material Contract HTML 80K 14: EX-10.3 Material Contract HTML 92K 41: EX-10.30 Material Contract HTML 38K 42: EX-10.34 Material Contract HTML 304K 43: EX-10.35 Material Contract HTML 208K 44: EX-10.36 Material Contract HTML 50K 45: EX-10.37 Material Contract HTML 52K 46: EX-10.38 Material Contract HTML 87K 47: EX-10.39 Material Contract HTML 94K 15: EX-10.4 Material Contract HTML 92K 48: EX-10.40 Material Contract HTML 41K 49: EX-10.41 Material Contract HTML 160K 50: EX-10.42 Material Contract HTML 39K 51: EX-10.43 Material Contract HTML 91K 52: EX-10.44 Material Contract HTML 41K 53: EX-10.45 Material Contract HTML 92K 54: EX-10.46 Material Contract HTML 41K 55: EX-10.47 Material Contract HTML 108K 56: EX-10.48 Material Contract HTML 92K 57: EX-10.49 Material Contract HTML 73K 16: EX-10.5 Material Contract HTML 111K 58: EX-10.50 Material Contract HTML 350K 59: EX-10.54 Material Contract HTML 82K 60: EX-10.55 Material Contract HTML 90K 17: EX-10.6 Material Contract HTML 453K 18: EX-10.7 Material Contract HTML 548K 19: EX-10.8 Material Contract HTML 75K 20: EX-10.9 Material Contract HTML 89K 61: EX-21.1 Subsidiaries of the Registrant HTML 21K 62: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 24K 63: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) HTML 24K 64: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) HTML 22K 65: EX-32.2 Certification per Sarbanes-Oxley Act (Section 906) HTML 22K 66: EX-99.1 Miscellaneous Exhibit HTML 50K 67: EX-99.2 Miscellaneous Exhibit HTML 57K 68: EX-99.3 Miscellaneous Exhibit HTML 116K 69: EX-99.4 Miscellaneous Exhibit HTML 32K 70: EX-99.5 Miscellaneous Exhibit HTML 52K
Exhibit 10.30
GUIDELINES
FOR
MANAGEMENT
INCENTIVE
COMPENSATION PROGRAM
MICP
Peregrine Systems
Section I: Purpose
Peregrine is committed to providing competitive cash compensation and benefit programs to all levels of employees. For those in leadership positions, a performance-based Management Incentive Compensation Program (MICP) is provided in addition to competitive base salaries. Under the MICP, Peregrine pays an incentive semi-annually based on the achievement of corporate and individual financial objectives as well as non-financial objectives for some participants. Objectives for the MICP at Peregrine include:
• build a strong relationship between leaders’ pay and company financial performance
• align leadership behavior and results to goals that drive organization success
• attract, reward and retain leadership talent, while discouraging a sense of “entitlement”
• offer “upside” reward potential when Peregrine’s targeted results are exceeded
• inspire investor confidence by ensuring that pay governance processes are measured, transparent and aligned with Peregrine financial success
Section II: Eligibility
Full-time, regular Peregrine employees who are at least at the director level, not participating in other incentive compensation programs (i.e., quota-carrying sales leaders), may be eligible to participate in the MICP. The definition of “full time regular” does not include contract or temporary employees or those on reduced workweek status, except where otherwise legally proscribed. In determining whether a position is eligible, criteria such as number of direct reports, scope of responsibilities, reporting relationship, and ability to directly influence achievement of corporate objectives will be reviewed. Recommendations for participation in the MICP must be approved by the SVP HR and the CEO prior to making any commitment to any individual.
Section III: Process
Corporate business goals and financial objectives are defined by the CEO and approved by the Compensation Committee of the Board of Directors for the entire fiscal year and semi-annual periods, where appropriate. All MICP participants have a portion of their individual incentive compensation target tied to overall corporate financial results. Where participants also have non-financial objectives those objectives should be aligned to support corporate business goals. Peregrine financial goals are confidential and not to be discussed outside the company.
The portion of incentive compensation tied to financial targets varies by position within the corporation. Revenue, earnings targets and relevant weighting between financial and non-financial objectives are contained in Attachment A. Leaders in regions outside the US or in revenue-generating functions (Customer Support and Professional Services) may have a portion of their financial target tied to the revenue and expense targets of their local or functional group.
Individual MICP targets will be determined after considering relevant market data, internal comparisons, and budgets. All total annual targets are reviewed annually and changes are generally effective April 1. Recommendations to change a participant’s total annual MICP target should be discussed with the SVP Human Resources before submitting to the CEO for approval.
MICP Payment Schedule
While individual targets vary by position level and the weighting varies by role and goal, the payout schedule is established at the beginning of the period for corporate revenue and earnings and is included in Attachment B.
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Initiating the MICP Process
At the beginning of the period (April and October) corporate, regional and functional revenue and earnings targets will be announced and assigned. Each MICP participant shall complete the appropriate MICP form, incorporating corporate revenue and earnings targets in the section labeled Financial. Where additional financial targets are appropriate to the individual’s position, those targets should be added in the financial section and weighted such that all objectives total 100%.
1) Participants who have a portion of their MICP based on achievement of non-financial objectives then specify those goals in the Non Financial section
a. All objectives need to have the following elements:
Specific
Measurable
Actionable
Relevant
Timebound
b. each objective must have a specific target or outcome associated with it
c. well-formulated objectives should:
be supportive of overall company goals
benefit the company and stakeholders
include target dates for beginning and completing
be within the individual’s ability achieve/influence
Examples of objectives statements
• To decrease (action) time to process (focus) license agreements by 20% (quantity) by the end of the first quarter (time)
• To increase maintenance customer retention by 10% by June 30
• Following the product launch process, design and test (name or number) features by (date)
2) review and obtain approval from the next level leader and forward to functional SVP for final approval
3) forward approved MICP to assigned HR Generalist (your HR Generalist can also work with you to help formulate measurable goals).
Reporting MICP Results and Initiating Payment
At the end of the MICP period, each participant is responsible for summarizing in specific, measured terms the completion status of each objective on the MICP form. The financial results will be determined by the Corporate Finance group and communicated to participants.
When the MICP form is complete, the participant schedules a review meeting with his/her next level leader to review and agree on the results attained. When this review is complete, the form must be forwarded to the appropriate SVP for final approval, and then forwarded to your HR Generalist.
Section IV: Plan Administration
This plan is not intended and shall not be construed to create or imply a guarantee of employment for any specified period of time. Nothing in this Plan should modify, limit or restrict the standard terms and conditions governing the employment relationship between Peregrine and the Plan Participant.
The administration of the Plan and the responsibility for carrying out and interpreting its provisions shall be the responsibility of the Human Resources management in conjunction with the CEO. In the case of disputes regarding
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this Plan or the interpretation of this Plan, the decisions of the Sr. Vice President of Human Resources and CEO will be final.
Peregrine, at its sole discretion, retains the right to amend the Plan in whole or in part at any time. Amendments must be stated in writing and are binding. Normally, amendments are intended to be prospective in nature, however, Peregrine reserves the right to make retroactive changes.
The following criteria will apply to participation and payments:
Eligible employees hired or promoted within the first four months of the period will be eligible for a pro-rated MICP payment, provided they submit approved MICP objectives within 30 days of their hire date, or promotion.
Employees must be actively employed by Peregrine at the end of the period for which a particular payment applies.
Employees who change roles within the period must revise non-financial objectives and obtain appropriate approvals within 30 days of the change in position or responsibilities.
During an approved leave of absence of more than 30 days, the MICP may be prorated.
If a participant dies or becomes totally disabled (as defined in the Company’s disability Plan), the Participant will be eligible to receive a pro-rated payment for the non-financial portion based on the individual’s accomplishment as of the termination or disability date.
The MICP targets and other MICP details for fiscal year 2004 are attached to these Guidelines as Attachments “A” and “B” and incorporated by this reference.
Acknowledged and agreed:
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Return this page with original signature to Eric Bayona, Human Resources
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