 CONFIDENTIAL KEIP & Centurion Plans Exhibit
10.9 Program Participants Purpose Metrics/Timing* Target as % of Ann. Salary Cost KEIP Approved 7/23/09 • 8 select VPs • Maximize estate value • Rapid emergence from bankruptcy • Perform key restructuring functions Milestone 1 (50% of target) • Measured 10/1/09 • Equal weighting of ending cash balance (1) and EBITDA Milestone 2 (50% of target + upside opportunity) • Later of 4/1/10 or 30 days after Confirmation of Plan of Reorganization • Based on 4/1/10 EBITDA • Target: 70% • Max: 100% - Upside payout tied to Milestone 2 based on aggressive EBITDA target set with creditors & court • ~$2.0M (at target) • ~$2.8M (at max) Centurion Plan (Pre- & Post-petition) Approved 6/29/09 • Pre-Petition: 55 EEs on current plan • Post-Petition: Non-insiders 101 EEs • Address current Centurion participants • Retain key employees • Pre-Petition: - 100% upon approval • Post-Petition: - 33% on 10/1/09 - 66% on 4/1/10 • Pre: 2% - 21% • Post: 5% - 30% • ~$1.0M • ~$2.5M *In the event of the sale of the company or termination by the company (job elimination
or restructuring) prior to the period-ending date, the full award for
that period will be pro-rated. (1) Excludes cash from Samsung settlement and sale of Wireless business. Japan receipts accounted for per Financial Plan assumptions – accounting changes to be adjusted accordingly. |