{"id":38557,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/cash-incentive-plan-concur-technologies-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"cash-incentive-plan-concur-technologies-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/cash-incentive-plan-concur-technologies-inc.html","title":{"rendered":"Cash Incentive Plan – Concur Technologies Inc."},"content":{"rendered":"

CONCUR TECHNOLOGIES, INC. <\/strong><\/p>\n

2010 CASH INCENTIVE PLAN <\/strong><\/p>\n

1. Purposes. <\/em>The Concur Technologies, Inc. (“Concur”<\/em>) 2010
\nCash Incentive Plan (“Plan”<\/em>) is a component of Concur153s overall
\nstrategy to pay its employees for performance. The purposes of this Plan are to
\nmotivate employees by tying their compensation to performance, reward
\nexceptional performance that supports overall Concur objectives, and attract and
\nretain top performing employees.<\/p>\n

2. Definitions. <\/em><\/p>\n

“Award” <\/em>means any award made under, or pursuant to any program
\nestablished under, this Plan that is paid, or the value of which is denominated,
\nin cash.<\/p>\n

“Code” <\/em>means the Internal Revenue Code of 1986, as amended.<\/p>\n

“Committee” <\/em>means the Compensation Committee of Concur153s Board of
\nDirectors, or such other committee designated by that Board of Directors, which
\nis authorized to administer the Plan under Section 3 hereof. The Committee shall
\nbe comprised solely of directors who are “outside directors” under Code Section
\n162(m).<\/p>\n

“Participant” <\/em>means a person who receives an Award under the Plan.\n<\/p>\n

“Plan” <\/em>means this Plan, as amended and restated from time to time,
\nwhich shall be known as the 2010 Cash Incentive Plan.<\/p>\n

“Concur” <\/em>means Concur Technologies, Inc. and any corporation or
\nother business entity of which Concur directly or indirectly has an ownership
\ninterest of 50% or more, or has a right to elect or appoint 50% or more of the
\nboard of directors or other governing body.<\/p>\n

“Senior Executive” <\/em>means a Concur employee who holds an executive
\nofficer position and is subject to Section 16 of the Securities Exchange Act of
\n1934, and such other employees as the Committee may designate.<\/p>\n

3. Administration. <\/em><\/p>\n

A. The Plan shall be administered by the Committee. The Committee shall have
\nthe authority to:<\/p>\n

(i) interpret and determine all questions of policy and expediency pertaining
\nto the Plan;<\/p>\n

(ii) adopt such rules, regulations, agreements and instruments as it deems
\nnecessary for its proper administration;<\/p>\n

(iii) select persons to receive Awards; provided that subject to applicable
\nlaw, the Committee may delegate to the Chief Executive Officer the authority to
\ngrant an Award under the Plan to Participants who are not Senior Executives.\n<\/p>\n

(iv) determine the terms of Awards, including whether any Awards may
\nparticipate in any deferral program that may be adopted by Concur at any time;\n<\/p>\n

(v) determine cash amounts subject to Awards (within the limits prescribed in
\nthe Plan); provided that subject to applicable law, the Committee may delegate
\nto the Chief Executive Officer the authority to determine cash amounts subject
\nto Awards (within the limits prescribed in the Plan) to Participants who are not
\nSenior Executives;<\/p>\n

(vi) determine whether Awards will be granted in replacement of or as
\nalternatives to any other incentive or compensation plan of Concur or an
\nacquired business unit;<\/p>\n

(vii) grant waivers of Plan or Award conditions (but with respect to Awards
\nintended to qualify under Code Section 162(m), only as permitted under that
\nSection);<\/p>\n

(viii) accelerate the payment of Awards (but with respect to Awards intended
\nto qualify under Code Section 162(m), only as permitted under that Section);\n<\/p>\n

(ix) correct any defect, supply any omission, or reconcile any inconsistency
\nin the Plan, any Award or any Award notice;<\/p>\n

(x) take any and all other actions it deems necessary or advisable for the
\nproper administration of the Plan;<\/p>\n

(xi) adopt such Plan procedures, regulations, sub-plans and the like as it
\ndeems are necessary to enable Participants to receive Awards; and<\/p>\n

(xii) amend the Plan at any time and from time to time, provided however
\n<\/em>that no amendment to the Plan shall be effective unless approved by
\nConcur153s stockholders, to the extent such stockholder approval is required under
\nCode Section 162(m) with respect to Awards which are intended to qualify under
\nthat Section.<\/p>\n

\n

Notwithstanding anything else to the contrary in this Section 3 or elsewhere
\nin this Plan, with respect to any Award subject to a deferral intended to comply
\nwith Code Section 409A, the Committee shall not waive conditions applicable to,
\naccelerate payment of or otherwise amend outstanding Awards unless such waiver,
\nacceleration or amendment complies with the requirements of Code Section 409A so
\nas to avoid any amount subject to the Award becoming subject to Code Section
\n409A(a)(1).<\/p>\n

B. The Committee may delegate its authority to administer Awards to a
\nseparate committee or to one or more individuals who are not a member of the
\nCommittee; however, only the Committee may grant Awards which are intended to
\nqualify as “performance-based compensation” under Code Section 162(m) and only
\nthe Committee may administer Awards if such administrative function has Code
\nSection 162(m) implications.<\/p>\n

4. Eligibility. <\/em>All employees, officers, directors, consultants,
\nindependent contractors and advisors of Concur may become Participants in the
\nPlan. The Committee (or its designee under Section 3(A)(iii)) will from time to
\ntime determine in its sole discretion and designate the eligible persons who
\nwill be granted Awards under the Plan. The grant of Awards by the Committee is
\nvoluntary and occasional. A person may be granted more than one Award under the
\nPlan.<\/p>\n

5. Performance Goals. <\/em><\/p>\n

A. The Committee shall establish performance goals applicable to a particular
\nfiscal year (or a performance period of some other duration) prior to the start
\nof such year or period, provided however <\/em>that such goals may be
\nestablished after the start of the fiscal year (or performance period) but while
\nthe outcome of the performance goal is substantially uncertain in such manner
\nand at such time as is a permitted method of establishing performance goals
\nunder Code Section 162(m).<\/p>\n

B. For purposes of this Plan, a permitted performance goal shall mean any one
\nor more of the following performance criteria, either individually,
\nalternatively or in any combination, applied to either Concur as a whole or to a
\nbusiness unit, affiliate or business segment, either individually, alternatively
\nor in any combination, and measured either annually or cumulatively over a
\nperiod of years (or a period shorter than a year, if required in the context of
\nthe award), on an absolute basis or relative to a pre-established target, to
\nprevious years153 results or to a designated comparison group, in each case as
\nspecified by the Committee in the Award:<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

Net revenue and\/or net revenue growth;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

Earnings before interest, taxes, depreciation and amortization, including
\nearnings before interest, taxes, depreciation and amortization as adjusted by
\nConcur in publicly reported statements;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

Operating income, including operating income as adjusted by Concur in
\npublicly reported statements;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

\n

Net income, including net income as adjusted by Concur in publicly reported
\nstatements;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

\n

Earnings per share, including net income as adjusted by Concur in publicly
\nreported statements;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(vi)<\/p>\n<\/td>\n

\n

Total stockholder return;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(vii)<\/p>\n<\/td>\n

\n

Return on equity;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(viii)<\/p>\n<\/td>\n

\n

Market share;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ix)<\/p>\n<\/td>\n

\n

Return on investment;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(x)<\/p>\n<\/td>\n

\n

Cash flow, including cash flow from operations;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(xi)<\/p>\n<\/td>\n

\n

Employee productivity and satisfaction metrics;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(xii)<\/p>\n<\/td>\n

\n

Economic value added;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(xiii)<\/p>\n<\/td>\n

\n

Strategic plan development and implementation (including individual
\nperformance objectives that relate to achievement of Concur153s or any business
\nunit153s strategic plan); and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(xiv)<\/p>\n<\/td>\n

\n

Individual confidential business objectives.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Committee may appropriately adjust any evaluation of performance under a
\nperformance goal to exclude extraordinary or unusual events, such as the
\nfollowing, that occur during a performance period, provided with respect to
\nAwards intended to qualify under Code Section 162(m), that such adjustment shall
\nonly be to the extent permitted by Code Section 162(m) without making such Award
\nnon-deductible:<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

asset write-downs;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

currency effects;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

litigation or claim judgments or settlements;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

\n

the effect of changes in tax law, accounting principles or other such laws or
\nprovisions affecting reported results;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

\n

accruals for reorganization and restructuring programs; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(vi)<\/p>\n<\/td>\n

\n

any extraordinary non-recurring items as described in Accounting Principles
\nBoard Opinion No. 30 and\/or in management153s discussion and analysis of financial
\ncondition and results of operations appearing in Concur153s annual report to
\nstockholders for the applicable year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

C. The Committee shall determine the target level of performance that must be
\nachieved with respect to each criterion that is identified in a performance goal
\nin order for a performance goal to be treated as attained.<\/p>\n

D. The Committee may base performance goals on one or more of the foregoing
\nbusiness criteria. In the event performance goals are based on more than one
\nbusiness criterion, the Committee may determine to make Awards upon attainment
\nof the performance goal relating to any one or more of such criteria, provided
\nthe performance goals, when established, are stated as alternatives to one
\nanother at the time the performance goal is established.<\/p>\n

6. Awards. <\/em><\/p>\n

A. Awards may be made on the basis of Concur and\/or business unit performance
\ngoals and formulas determined by the Committee in accordance with this Plan.
\nWith respect to any Concur fiscal year, no Participant shall be granted Award(s)
\nof more than $10,000,000 in aggregate.<\/p>\n

B. After the end of the fiscal year (or performance period), the Committee
\nwill determine the extent to which performance goal(s) for each Participant are
\nachieved and the actual Award (if any) for each Participant based on the level
\nof actual performance achieved.<\/p>\n

C. The Committee, in its discretion, may reduce or eliminate a Participant153s
\nAward at any time before it is paid, whether or not calculated on the basis of
\npre-established performance goals or formulas.<\/p>\n

D. In order to receive payment of or to vest in an Award under this Plan, the
\nParticipant must be an active employee and on Concur153s payroll on either the
\nlast day of the fiscal year (or performance period) to which such Award relates
\nand\/or the date of payment or vesting, in each case as specified in the
\ndocumentation governing the specific Award. The Committee in its sole discretion
\nmay make exceptions to this requirement in the case of retirement, death or
\ndisability, or in the case of a corporate change in control, or other
\ntermination of employment, as determined by the Committee in its sole
\ndiscretion; provided however <\/em>that, with respect to Awards intended to
\nqualify under Code Section 162(m), the Committee may exercise its discretion in
\na manner authorized by this sentence only if such exercise is permitted under
\nthe requirements applicable to “performance-based compensation” under Code
\nSection 162(m). <\/strong><\/p>\n

E. Concur shall withhold all applicable federal, state, local and foreign
\ntaxes required by law to be paid or withheld relating to the receipt or payment
\nof any Award.<\/p>\n

F. Subject to further deferral by the Participant under any deferral program
\nthat Concur may from time to time offer, Concur shall pay all amounts actually
\nearned under Awards on or prior to the later of the following dates: (1) the
\n15th<\/sup> day of the third month following the end of the Participant153s
\nfirst taxable year in which the amount is no longer subject to a substantial
\nrisk of forfeiture, or (2) the 15th<\/sup> day of the third month following
\nthe end of Concur153s first taxable year in which the amount is no longer subject
\nto a substantial risk of forfeiture.<\/p>\n

7. General. <\/em><\/p>\n

A. This Plan shall become effective as of December 15, 2010. Awards made on
\nor after such date but prior to shareholder approval of this Plan shall no
\nlonger be effective and shall be void if no such shareholder approval is
\nobtained.<\/p>\n

B. In the event that Concur adopts a compensation recovery policy, in
\nresponse to the Dodd-Frank Act of 2010 or otherwise, Concur reserves the right
\nto make compensation under this Plan subject to such policy.<\/p>\n

C. Any rights of a Participant under the Plan shall not be assignable by such
\nParticipant, by operation of law or otherwise, except by will or the laws of
\ndescent and Participant may create a lien on any funds or rights to which he or
\nshe may have an interest under the Plan, or which is held by Concur for the
\naccount of the Participant under the Plan.<\/p>\n

D. Participation in the Plan shall not give any Participant any right to
\nremain in Concur153s employ. Further, the adoption of this Plan shall not be
\ndeemed to give any person the right to be selected as a Participant or to be
\ngranted an Award.<\/p>\n

E. To the extent any person acquires a right to receive payments from Concur
\nunder this Plan, such rights shall be no greater than the rights of an unsecured
\ncreditor of Concur.<\/p>\n

F. The Plan shall be governed by and construed in accordance with the laws of
\nthe State of Delaware.<\/p>\n

G. The Board may amend or terminate the Plan (i) at any time and for any
\nreason subject to stockholder approval and (ii) at any time and for any reason
\nif and to the extent the Plan153s qualification under Code Section 162(m) would
\nnot be adversely affected.<\/p>\n<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7179],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9546],"class_list":["post-38557","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-concur-technologies-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38557","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38557"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38557"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38557"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38557"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}