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VERITAS 1996 Chief Executive Officer Compensation Plan - VERITAS Software Corp.


The 1996 CEO Annual Compensation Plan shall consist of three components, as

COMPONENT                   AMOUNT       VESTED        PAID

Base Salary                              Weekly        Regular payroll
Qualitative Bonus                        Quarterly     Annually
EPS Bonus                                Quarterly     Annually

The Base Salary will be earned on a weekly basis. Additionally, the base salary
shall be the basis for calculating life and disability benefits (and any other
such benefits which are base salary driven) which shall be provided consistent
with the standard company benefits policy.

Qualitative Bonus shall be earned by performance against measurable qualitative
goals, which will be proposed by the CEO at the beginning of the year for
approval by the compensation committee of the board. If appropriate, the CEO
will submit a revision to the goals contemporaneously with the submission of the
mid-year operating plan update.

The EPS Bonus shall be earned by achieving the earnings per share specified in
the approved operating plan. An earnings per share achievement below 70% of plan
shall not earn any bonus, and at 70% shall earn 50% of bonus. Achievement of
100% of the earnings per share shall earn 100% of the bonus, with any
intermediate achievement between 70% and 100% earning a proportional amount of
the bonus. At an earnings per share of 130% of plan 150% of bonus will be
earned, with any intermediate achievement between 100% and 130% earning a
proportional amount. In the event that the board of directors approves a mid
year update, than the annual earnings per share objective shall be the sum of
the first two quarters as specified in the original plan, and the second two
quarters as specified in the mid-year update.

The compensation committee of the board of directors shall be responsible for
assessing and awarding payment for the Qualitative and EPS Bonuses. In the event
of termination, voluntary or involuntary, with or without cause, the bonuses
above shall be vested 25% for each quarter of employment completed prior to the
termination, and payable to the extent the specified goals were achieved by the
company by the end of the year.

Bonus payments shall be made not later than January 31, 1997.

Notwithstanding the above, the Company's board of directors, at its sole
discretion, may, for reasonable cause, modify or change this Plan or its
implementation at any time.

___________________     _________   _____________________   _________
for Veritas             Date        Mark Leslie             Date

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