Purpose. On April 22, 2005 the Compensation Committee of the Board of Directors (the Committee) of Intervoice, Inc. (the Company) adopted the Fiscal Year 2006 Annual Incentive Compensation Plan (the Plan), to be effective for fiscal year 2006. The purpose of the Plan is to advance the interests of the Company and its shareholders by (a) providing officers and certain key non-sales employees with annual incentive compensation which is tied to the achievement of objective company-wide performance goals, (b) identifying and rewarding superior performance and providing competitive compensation to attract, motivate, and retain key employees who have outstanding skills and abilities and who achieve superior performance and (c) fostering accountability and teamwork throughout the Company.
Administrative. The Plan shall be administered by the Committee. The Committee shall have total and exclusive responsibility to control, operate, manage and administer the Plan. The Plan is not governed by a formal written plan document.
Plan Participants. The Committee shall have full authority to select each officer and non-sales employee of the Company who will participate in the Plan (each, a Participant). The Committee may designate as Participants in the Plan an officer, or an employee with a job title of director or principal who is not in a sales position, if the officer or such employee holds a position of responsibility and has the opportunity to make a significant contribution to the management, growth and profitability of the business of the Company. The Committee has designated all of the Companys executive officers as Participants in the Plan.
Payment of Awards. Incentive compensation payments under the Plan (Incentive Awards), to the extent earned, are payable at one time in cash as soon as practicable following the Companys issuance of a definitive year-end earnings release with respect to fiscal year 2006.
Certain Financial Conditions for Payment of Incentive Awards. For fiscal year 2006, the Committee has established targeted amounts for the Companys operating income (Targeted Operating Income) and revenues (Targeted Revenues). The Company shall not be obligated to pay any Incentive Award under the Plan unless each of the Companys operating income and revenues for fiscal year 2006 meets or exceeds a specified minimum percentage of Targeted Operating Income and Targeted Revenues, respectively. The Committee, in its discretion, may exclude certain expenses or revenues the Committee determines are unusual or non-recurring from the calculation of Targeted Operating Income and Targeted Revenues, respectively.
Calculation of Bonus Pool. If the Company achieves one hundred percent (100%) of Targeted Operating Income and Targeted Revenues, the aggregate amount of all Incentive Awards (the Bonus Pool) shall be equal to approximately $2.4 million. The Bonus Pool will increase or decrease in accordance with a sliding scale based upon the amount, if any, by which
the Companys operating income and revenues for fiscal year 2006 are less than or greater than Targeted Operating Income and Targeted Revenues, respectively, provided, however that the Bonus Pool shall not exceed approximately $4.7 million. If the Company achieves only the minimum threshold amounts of Targeted Operating Income and Targeted Revenues, respectively, the Bonus Pool will equal approximately $590,000. The aggregate amount of the Bonus Pool is also subject to adjustment to account for any adjustments to the number of Participants or the aggregate amount of annual base salary payable to the Participants.
Calculation of Participant Incentive Awards. Either the Committee or the Companys management has established an Incentive Target for each Participant, which Incentive Target represents a certain portion of each Participants base salary.
Amount Per Participant. The amount of Incentive Awards that will be paid to any Participant if the Company achieves one hundred percent (100%) of Targeted Operating Income and Targeted Revenues, respectively, is equal to twenty percent (20%) to thirty percent (30%) of any such Participants base salary in the case of non-executive officers and other Participants and, in the case of executive officers, ranges from seventy-five percent (75%) of base salary for the Companys President and Chief Executive Officer to thirty percent (30%) to fifty percent (50%) of base salary for the Companys other executive officers. To the extent the Companys operating income and revenues are less than or greater than Targeted Operating Income and Targeted Revenues, respectively, the amount of Incentive Awards that will be paid to any Participant will increase or decrease in accordance with the same sliding scale used to determine the amount of the Bonus Pool. The Committee has set aside ten percent (10%) of any Bonus Pool achieved for fiscal year 2006 to fund discretionary Incentive Awards (the Exemplary Performance Fund), which will be in addition to the formula-based Incentive Awards described above, to up to ten percent (10%) of the Participants who the Committee determines have demonstrated exemplary performance by making a significant contribution to the Company. Any amounts in the Exemplary Performance Fund that are not awarded by the Committee to Participants for exemplary performance will not be returned to the Bonus Pool to fund formula-based Incentive Awards.
Eligibility for Payment. As a condition to eligibility for payment of an Incentive Award, a Participant shall be required to be in the employ of the Company or an affiliate through the date on which such Incentive Award is earned.
Amendment or Discontinuance. The Committee may at any time suspend, terminate, amend or modify the Plan, in whole or in part.