Exhibit 10.2

2008 STI Plan CTO Alon Goren

NOTE: All figures below are in US dollars unless otherwise indicated. For
individuals based outside the U.S. and paid in local currency, bonus potential
is based on percentage of base salary in local currency.

Objectives & Principles

This document summarizes the Short Term Incentive (“STI”) Plan for individuals
in the Chairman/CTO role. The objectives of this STI Plan are aligned with
overall company compensation program objectives:

 

•  

Provide total potential compensation equal to or greater than market for the
role

 

•  

Incent healthy cross-functional behavior and reward results that are aligned
with company business objectives and our shareholders

 

•  

Keep the plan simple

Some key principles of our STI plan include:

 

•  

Self funding – STI payout is funded via financial metrics (team profitability),
based on the 12-month financial plan.

 

•  

Annual payout except for sales-oriented roles. With base salary ranges at
market, STI reinforces the pay-for-performance culture.

 

•  

Payout triggered on financial milestones aligned with Budget and Target (see
Section VI for definitions of Budget and Target). Partial payout of STI occurs
at Budget with linear payout of remaining STI up to Target.

 

•  

ROI to shareholders – our STI plans reflect a philosophy to provide an
acceptable return to shareholders before rewarding management or employees for
delivering results.

If you have questions or feedback on our compensation program or this STI Plan,
please contact the Compensation Manager.

Effective Date

January 1 – December 31, 2008. All STI plans are reviewed annually during Q4 for
the upcoming fiscal year, to ensure that these compensation plans are aligned
with the company’s financial and operational objectives.

Target STI

Target STI potential for individuals in this role is 70% of base salary.

Focus of Role

 

•  

Profitability – measured via Operating Income (“Op Income”). See Section VI for
definition of Op Income.

STI Plan Structure

 

C. Base Salary – individuals are eligible for base salary increase during the
annual salary review cycle.

 

D. STI – structured and paid as follows.

 

  2. Op Income – STI will be paid as follows based on Op Income.

 

  c) Budget – 67% of annual STI is associated with Budget level performance, and
is paid annually. See Section VI for definition of Budget.

 

  d) Target – the remaining 33% of annual STI will be paid at year-end in a
linear fashion between annual Budget and annual Target. See Section VI for
definition of Target.

Example: Assume annual STI potential is $240,000, Op Income Budget is $30
million, Op Income Target is $33 million, and Actual Op Income $32 million.

 

  •  

67% of annual STI ($160,800) is associated with annual Budget performance. The
full $160,800 would be paid out since the annual Budget was achieved.

 

  •  

The remaining 33% of annual STI ($79,200) is associated with Target level
performance and is earned ratably between Budget and Target. 2.64% of each
dollar between Budget and Target is earned as STI ($79,200 STI divided by
$3,000,000 difference between Budget and Target = 2.64%). Therefore, $52,800
would be earned (2.64% x $2,000,000 difference between Actual and Budget =
$52,800).

 

  •  

Total STI earned = $213,600 ($160,800 on annual Budget performance + $52,800 on
annual performance between Budget and Target).



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Definitions and Calculations

 

•  

Operating Income = Operating Income per published financial reports, excluding
Taxes, Interest and non-recurring items such as Acquisition Amortization.

 

•  

Budget = formerly known as Threshold. Minimum performance level where a partial
payout of STI occurs. Budget assumes moderate revenue and profit growth year
over year and will vary from Industry Group to Industry Group based on growth
assumptions in each Industry’s financial plan.

 

•  

Target = formerly known as Plan. Performance level where full payout of STI
occurs.

Eligibility and Other Details

 

•  

This STI plan applies to the individuals in the Chairman/CTO role, unless
otherwise specified and approved by the CEO, Division President and VP-HR.

 

•  

The individual must be employed at year-end to earn STI for that year. If an
individual’s employment is terminated, all future STI is forfeited.

 

•  

Transfers must be in the new group for a full quarter to be eligible for
pro-rata payout in the new group. Therefore, payouts for transfers will be
calculated as follows:

 

  •  

Q1 transfer — 1 quarter in old group, 3 quarters in new group

 

  •  

Q2 transfer — 2 quarters in old group, 2 quarters in new group

 

  •  

Q3 transfer — 3 quarters in old group, 1 quarter in new group

 

  •  

Q4 transfer — 4 quarters in old group, next year in new group

 

  •  

Annual payouts are based on annual results, prorated according to the above
schedule

 

•  

If the individual is on a reduced work load, part-time schedule, or on leave of
absence, the STI calculation will be adjusted based on base wages earned that
year per Payroll.

 

•  

Accounting owns the calculation and approval process. HR owns plan
documentation. BU leadership owns communication.

 

•  

STI is calculated and processed after year-end earnings are released and
internal financial reports are published, approximately eight weeks after
year-end. Approvals are required from BU leadership, VP-HR, CFO, and CEO.
Projected timing of Q4 08 earnings release is February 19, 2009, and projected
timing for annual STI payout for 2007 is March 27, 2009.

 

•  

Once approved, STI will be submitted to Payroll for processing. All STI will be
paid out net of applicable taxes.

 

•  

If you have questions about this STI plan or a specific STI calculation, please
contact your manager. S/he will involve others from Accounting, BU leadership,
and HR as appropriate.

 

•  

The CEO, Division President and VP-HR must approve any exceptions to this STI
plan in advance.

Individual Targets/Quotas

 

•  

2008 Budget for Operating Income for Company = [xxxxxx]*

 

•  

2008 Target for Operating Income for Company = [xxxxxx]*

These figures must be achieved after any STI is paid.

Sign-off

I understand and accept the terms and targets/quotas reflected in this STI plan.

 

 

Employee signature  

Date

 

Manager signature  

Date

 

* Filed under an application for confidential treatment.
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