Washington | 000-23137 | 91-1628146 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit No. | Description | |
10.1 | 2016 Executive MBO Plan | |
REALNETWORKS, INC. | ||
By: | /s/ Michael Parham | |
Michael Parham | ||
Senior Vice President, General Counsel and Corporate Secretary |
Exhibit No. | Description |
10.1 | 2016 Executive MBO Plan |
• | In order to encourage revenue growth year over year, performance under 90% of the revenue target goal will not be rewarded. |
Attainment | Incentive Payout | |
< 90% | No Payout | |
90% - 100% | 50% - 100% | |
100% - 120%+ | 100% - 200%* |
* | Payout for revenue results will have a maximum payout of 200%. Payout is capped at 100% if adjusted EBITDA is attained at less than 100% of target. |
• | In order to maintain fiscal responsibility, performance lower than $2,000,000 below adjusted EBITDA target will not be rewarded. |
Attainment | Incentive Payout | |
> $2 million below budget | No Payout | |
$2 million below budget up to budget | 50% - 100% | |
Budget up to $2 million over budget* | 100% - 200%* |
* | Payout for adjusted EBITDA results will be capped at 100% until revenue attainment reaches 100%, and will have a maximum payout of 200%. |
• | Executive MBO Plan calculations and payments are completed and made after the end of the plan year with payout timing approximately 30 - 45 days after the close of the plan year. In all circumstances, any payouts that are earned in the plan year will be paid by March 15 of the following year, at the latest. |
• | You must be in an eligible position on the first and last day of the month to participate in the plan for that month. |
• | Salary, eligible position changes and/or transfers from one eligible group to another within a month will be based on status at the beginning of the month. Changes after the first day of the month will be reflected in the next month. |
• | In order to receive a payout from the plan you must be on the company’s payroll as of the last day of the plan year and on the company’s payroll as of the date the award is scheduled to be paid, subject to the following. If your employment terminates due to your total and permanent disability or death, you or your estate, still may, in the discretion of the Compensation Committee be eligible to receive any payout that otherwise was earned. |
• | Notwithstanding any other provision of the plan, the Compensation Committee may, in its sole discretion, increase (other than for a Section 162(m) Participant), reduce or eliminate a participant’s award at any time before it is paid, whether or not calculated on the basis of pre-established performance goals or formulas. |
• | The Compensation Committee has all power and discretion to interpret and administer the plan, including (but not limited to) the power to determine who is eligible for the plan and the size of any payouts. |
• | The Compensation Committee may delegate all or any part of its powers under the plan to the company’s chief executive officer or head of human resources, except that such individual may not administer the plan with respect to participants who are executive officers of the company. (For this purpose, an individual will be considered an executive officer of the company if his or her role at the company falls within the definition of “officer” under Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended.) |
• | The Compensation Committee reserves the right to adjust targets/measurements based on acquisition or disposition of businesses/assets. |
• | The Section 162(m) Participants are the company’s chief executive officer, chief financial officer, and any president or executive vice president. |