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EXHIBIT 10.27
BONUS COMPENSATION ARRANGEMENT
THIS BONUS COMPENSATION ARRANGEMENT (the "Arrangement") between
YOUcentric, Inc. (the "Corporation") and Donald A. DeLoach (the "Executive")
effective April 1, 2000.
1. GENERAL
Prior to the beginning of each fiscal quarter, or as soon as
administratively practical thereafter, the Compensation Committee of the Board
of Directors of the Corporation (the "Committee") shall establish quarterly
Corporation financial goals ("Corporate Goals") the achievement of which shall
determine the Executive's bonus entitlement hereunder. Prior to the beginning of
each fiscal quarter, or as soon as administratively practical thereafter, the
Committee shall provide the Executive with a schedule which sets forth the
criteria for receiving a bonus hereunder, as well as the amount of the bonus
which the Executive shall be eligible to receive, for such fiscal quarter (the
"Schedule"). The Schedule shall be substantially in the form and manner of
Exhibit A attached hereto. The Committee and the Executive shall be entitled to
modify any Corporate Goal during a fiscal quarter; all such modifications shall
be documented by amending the Schedule for such fiscal quarter, which amended
Schedule shall be signed by the Executive and on behalf of the Committee.
The Committee shall make the determination of whether the Corporation
has achieved any or all of the Corporate Goals for a fiscal quarter in its sole
discretion based on the Corporation's financial statements for such fiscal
quarter. The Committee shall otherwise administer the Arrangement in its sole
discretion.
2. PAYMENT OF BONUS
(a) Any bonus payable to the Executive for a fiscal quarter pursuant to
the Arrangement shall be paid to the Executive in a lump sum in cash as soon as
administratively practical following the close of such fiscal quarter.
(b) Except as otherwise determined by the Committee in its sole
discretion, notwithstanding any other provision of the Arrangement, the
Executive shall become entitled to a bonus under this Arrangement for a fiscal
quarter only if he is an employee of the Corporation on the last day of such
fiscal quarter.
3. SUCCESSOR TO THE COMPANY
This Arrangement shall be binding upon any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Corporation, and the
Corporation shall require any such successor to expressly assume and agree to
perform this Arrangement. As used in this Arrangement, "Corporation" shall mean
the Corporation as defined herein and any successor to its business and/or
assets.
4. NO RIGHTS TO CONTINUED EMPLOYMENT
This Arrangement shall not be construed to give the Executive a right
of continued employment with, or the right to be retained in the employ of, the
Corporation.
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5. TAXES
To the extent required by law, the Corporation shall withhold any
federal, state or local taxes from payments made under this Arrangement,
including social security (FICA) taxes.
6. AMENDMENT AND TERMINATION
The Corporation and the Executive shall be entitled to amend or
terminate this Arrangement at any time by writing signed by the parties.
7. OTHER BONUSES
The establishment and maintenance of the Arrangement shall in no way
affect the Corporation's ability to award additional bonuses or stock options to
the Executive.
8. ACKNOWLEDGEMENT
The offer letter between the Corporation and the Executive dated May
20, 1999 (the "Offer Letter") provides for a bonus arrangement between the
Corporation and the Executive. By his signature hereunder, the Executive agrees
and acknowledges that this Arrangement sets forth in its entirety the bonus
arrangement between the Corporation and the Executive contemplated by the Offer
Letter and that this Arrangement supersedes and replaces in their entirety all
provisions of the Offer Letter with respect to the Corporation's commitment to
provide the Executive with bonus compensation.
9. MISCELLANEOUS
(a) If any provision of this Arrangement shall be determined to be void
by any court of competent jurisdiction, then such determination shall not affect
any other provision of this Arrangement, all of which shall remain in full force
and effect.
(b) This Arrangement shall be construed and enforced in accordance with
the laws of the State of North Carolina.
IN WITNESS WHEREOF, the Corporation has executed this Arrangement under
seal through its duly authorized officers and the Executive has executed this
Arrangement under seal as of April 1, 2000.
YOUCENTRIC, INC.
By: /s/ Thomas M. Fedell
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Name: Thomas M. Fedell
Title: Chairman
DONALD A. DELOACH
/s/ Donald A. DeLoach
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EXHIBIT A
BONUS COMPENSATION ARRANGEMENT
SCHEDULE OF CORPORATE GOALS
AND AMOUNT OF BONUS
Fiscal Quarter:
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1. DESCRIPTION OF CORPORATE GOALS
a. Revenue
The total amount of revenues reported by the Company during
the fiscal quarter.
b. Bookings
The total value of license and first year maintenance
contracts booked during the fiscal quarter.
c. Headcount
The total number of Company employees as of the end of the
fiscal quarter targeted in the headcount plan, subject to
revision by the executive team on an as appropriate basis.
d. Expenses
The total amount of cash operating expenses reported by the
Company during the fiscal quarter.
2. POTENTIAL BONUS
a. Amount of Maximum Total Potential Bonus: $ 75,000
b. Percentage of Maximum Total Potential Bonus Tied to
Achievement of Specific Corporate Goal(s):
i. Revenue Goal: $ 22,500
ii. Bookings Goal: $ 22,500
iii. Headcount Goal: $ 15,000
iv. Expenses Goal: $ 15,000
3. BONUS CALCULATION
The quarterly bonus payable hereunder is calculated as follows:
a. Revenue Goal Bonus: $22,500 x (actual revenue reported /
Committee established Revenue Goal) up to 100%
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b. Bookings Goal Bonus: $22,500 x (actual license and first year
maintenance contracts booked / Committee established Bookings
Goal) up to 100%, but $0 if ratio is below 70%
c. Headcount Goal Bonus: $15,000 x (actual number of Company
employees / Committee established Headcount Goal) up to 100%
d. Expenses Goal Bonus: $15,000 x (Committee established Expenses
Goal / actual cash operating expenses reported ) up to 100%
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