Exhibit 10.23
GOOGLE INC.
EXECUTIVE BONUS PLAN
(Effective January 1, 2007)
TABLE OF CONTENTS
Page SECTION 1 BACKGROUND, PURPOSE AND DURATION 1 1.1 Effective Date 1 1.2 Purpose of the Plan 1 SECTION 2 DEFINITIONS 1 2.1 " Actual Award" 1 2.2 " Affiliate" 1 2.3 " Base Salary" 1 2.4 " Board" 1 2.5 " Cash Position" 1 2.6 " Code" 1 2.7 " Committee" 2 2.8 " Company" 2 2.9 " Controllable Profits" 2 2.10 " Customer Satisfaction MBOs" 2 2.11 " Determination Date" 2 2.12 " Disability" 2 2.13 " Earnings Per Share" 2 2.14 " EBITDA" 2 2.15 " Employee" 2 2.16 " Fiscal Year" 2 2.17 " Free Cash Flow" 3 2.18 " Maximum Award" 3 2.19 " Net Income" 3 2.20 " New Orders" 3 2.21 " Operating Cash Flow" 3 2.22 " Operating Income" 3 2.23 " Participant" 3 2.24 " Payout Formula" 3 2.25 " Performance Period" 3 2.26 " Performance Goals" 3 2.27 " Plan" 4 2.28 " Retirement" 4 2.29 " Return on Assets" 4 2.30 " Return on Equity" 4 2.31 " Return on Sales" 4 2.32 " Revenue" 4 2.33 " Shares" 4 2.34 " Target Award" 5 2.35 " Termination of Employment" 5 2.36 " Total Shareholder Return" 5
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TABLE OF CONTENTS
(continued)
Page SECTION 3 SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS 5 3.1 Selection of Participants 5 3.2 Determination of Performance Goals 5 3.3 Determination of Target Awards 5 3.4 Determination of Payout Formula or Formulae 5 3.5 Date for Determinations 5 3.6 Determination of Actual Awards 5 SECTION 4 PAYMENT OF AWARDS 6 4.1 Right to Receive Payment 6 4.2 Timing of Payment 6 4.3 Form of Payment 6 4.4 Payment in the Event of Death or Disability 6 SECTION 5 ADMINISTRATION 7 5.1 Committee is the Administrator 7 5.2 Committee Authority 7 5.3 Decisions Binding 7 5.4 Delegation by the Committee 7 SECTION 6 GENERAL PROVISIONS 7 6.1 Tax Withholding 7 6.2 No Effect on Employment 7 6.3 Participation 8 6.4 Indemnification 8 6.5 Successors 8 6.6 Beneficiary Designations 8 6.7 Nontransferability of Awards 8 6.8 Deferrals 8 SECTION 7 AMENDMENT, TERMINATION AND DURATION 9 7.1 Amendment, Suspension or Termination 9 7.2 Duration of the Plan 9
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TABLE OF CONTENTS
(continued)
Page SECTION 8 LEGAL CONSTRUCTION 9 8.1 Section 162(m) Conditions; Bifurcation of Plan 9 8.2 Gender and Number 9 8.3 Severability 9 8.4 Requirements of Law 9 8.5 Governing Law 9 8.6 Captions 9
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GOOGLE INC.
EXECUTIVE BONUS PLAN
SECTION 1
BACKGROUND, PURPOSE AND DURATION
1.1 Effective Date . The Plan is effective as of January 1, 2007, subject to ratification by an affirmative vote of a majority of the Shares that are present in person or by proxy and entitled to vote at the 2007 Annual Meeting of Stockholders of the Company. 1.2 Purpose of the Plan . The Plan is intended to increase stockholder value and the success of the Company by motivating Participants (1) to perform to the best of their abilities, and (2) to achieve the Company' s objectives. The Plan' s goals are to be achieved by providing Participants with the opportunity to earn incentive awards for the achievement of goals relating to the performance of the Company. The Plan is intended to permit the payment of bonuses that qualify as performance-based compensation under section 162(m) of the Code.
SECTION 2
DEFINITIONS The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context: 2.1 " Actual Award" means as to any Performance Period, the actual award (if any) payable to a Participant for the Performance Period. Each Actual Award is determined by the Payout Formula for the Performance Period, subject to the Committee' s authority under Section 3.6 to eliminate or reduce the award otherwise determined by the Payout Formula. 2.2 " Affiliate" means any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlled by the Company.
2.3 " Base Salary" means as to any Performance Period, the Participant' s annualized salary rate on the last day of the Performance Period. Such Base Salary shall be before both (a) deductions for taxes or benefits, and (b) deferrals of compensation pursuant to any applicable Company-sponsored plans and Affiliate-sponsored plans. 2.4 " Board" means the Board of Directors of the Company.
2.5 " Cash Position" means the Company' s level of cash and cash equivalents.
2.6 " Code" means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.
2.7 " Committee" means the committee appointed by the Board (pursuant to Section 5.1) to administer the Plan.
2.8 " Company" means Google Inc., a
Delaware corporation, or any successor thereto.
2.9 " Controllable Profits" means as to any Performance Period, a business unit' s Revenue minus one or more of the following to the extent deemed appropriate by the Committee prior to the Determination Date: (a) cost of sales, (b) research, development, and engineering expense, (c) marketing and sales expense, (d) general and administrative expense, (e) extended receivables expense, and (f) shipping requirement deviation expense.
2.10 " Customer Satisfaction MBOs" means as to any Participant for any Performance Period, the objective and measurable individual goals set by a " management by objectives" process and approved by the Committee, which goals relate to the satisfaction of external or internal customer requirements.
2.11 " Determination Date" means the latest possible date that will not jeopardize a Target Award or Actual Award' s qualification as performance-based compensation under section 162(m) of the Code.
2.12 " Disability" means total and permanent disability as defined in section 22(e)(3) of the Code, provided that the Committee in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Company from time to time.
2.13 " Earnings Per Share" means as to any Performance Period, the Company' s or a business unit' s Net Income, divided by a weighted average number of common shares outstanding and dilutive common equivalent shares deemed outstanding, determined in accordance with generally accepted accounting principles; provided, however, that prior to the Determination Date, the Committee shall determine whether any item(s) shall be excluded or included from such calculation with respect to one or more Participants.
2.14 " EBITDA" means as to any Performance Period, the Company' s or a business unit' s earnings before interest, taxes, depreciation and amortization determined in accordance with generally accepted accounting principles; provided, however, that prior to the Determination Date, the Committee shall determine whether any item(s) shall be excluded or included from such calculation with respect to one or more Participants.
2.15 " Employee" means any employee of the Company or of an Affiliate, whether such employee is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan.
2.16 " Fiscal Year" means the fiscal year of the Company.
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2.17 " Free Cash Flow" means as to any Performance Period, the Company' s or a business unit' s operating cash flows less capital expenditures; provided, however, that prior to the Determination Date, the Committee shall determine whether any item(s) shall be excluded or included from such calculation with respect to one or more Participants.
2.18 " Maximum Award" means as to any Participant for any Performance Period, $6 million.
2.19 " Net Income" means as to any Performance Period, the income after taxes of the Company for the Performance Period determined in accordance with generally accepted accounting principals, provided that prior to the Performance Period, the Committee shall determine whether any significant item(s) shall be included or excluded from such calculation with respect to one or more Participants.
2.20 " New Orders" means as to any Performance Period, the firm orders for a system, product, part or service that are being recorded for the first time as defined in the Company' s order recognition policies and procedures.
2.21 " Operating Cash Flow" means the Company' s or a business unit' s sum of Net Income plus depreciation and amortization less capital expenditures plus changes in working capital comprised of accounts receivable, inventories, other current assets, trade accounts payable, accrued expenses, product warranty, advance payments from customers and long-term accrued expenses, determined in accordance with generally accepted accounting principles; provided, however, that prior to the Determination Date, the Committee shall determine whether any item(s) shall be excluded or included from such calculation with respect to one or more Participants. 2.22 " Operating Income" means the Company' s or a business unit' s income from operations but excluding any unusual items, determined in accordance with generally accepted accounting principles; provided, however, that prior to the Determination Date, the Committee shall determine whether any item(s) shall be excluded or included from such calculation with respect to one or more Participants.
2.23 " Participant" means as to any Performance Period, an Employee who has been selected by the Commit ...