Processing Fee:

SEC CIK: 1172480
SEC Type: EX-10.1
SIC Code: 2834
Date Filed: 2012-02-24

Date Filed: 
Santarus, Inc. 2012 Bonus Plan

Exhibit 10.1




*Excludes those covered under the Field Sales Incentive Plans


Final Approved

Santarus, Inc.

2012 Bonus Plan

The Santarus, Inc. (“Santarus” or the “Company”) 2012 Bonus Plan (the “Plan”) is designed to offer employees a performance-based plan that rewards the achievement of corporate goals, as well as individual goals that are consistent with the corporate goals.

Purpose of the Plan

The Plan is designed to:



Provide a bonus program that helps achieve overall corporate goals and enhances shareholder value



Reward individuals for achievement of corporate and individual goals



Encourage teamwork among all disciplines within the Company



Offer an attractive bonus program to help attract and retain key employees

Plan Governance

The Compensation Committee of the Board of Directors is responsible for reviewing and approving the Plan and any proposed modifications to the Plan. The President and CEO of Santarus is responsible for administration of the Plan; provided that the Compensation Committee of the Board of Directors is responsible for reviewing and approving all compensation, including compensation under this Plan, for all officers, vice presidents, executive directors and any other employees with an annual base salary greater than or equal to $250,000.


All regular employees of the Company who are regularly scheduled to work at least 20 hours per week will be eligible to participate in the Plan, other than any employee eligible to participate in the Company’s Field Sales Incentive Plans. Temporary employees and part-time employees (who are regularly scheduled to work less than 20 hours per week) are not included in this Plan. In order to be eligible to receive any bonus award (or “Bonus”) under this Plan, a participant: (a) must have commenced their employment with the Company prior to November 15, 2012 and remained continuously employed through December 31, 2012 and until the time Bonuses are paid; and (b) must be an employee in good standing (e.g., not on a performance improvement plan as of December 31, 2012 or an Unacceptable performer as determined during the 2012 review cycle), as determined by the Compensation Committee of the Board of Directors or the President and CEO of Santarus, as applicable in their sole discretion. Employees joining during the bonus plan year will have their actual bonus amount prorated based on their actual time with the Company during the Plan year.


Final Approved

A participant whose employment terminates voluntarily prior to the payment of a Bonus award will not be eligible to receive a Bonus award. Continued employment is a condition of vesting. If a participant’s employment is terminated involuntarily during the Plan year, or prior to payment of Bonus awards, it will be at the absolute discretion of the Company whether or not a Bonus award payment is made.

Corporate and Individual Performance

The President and CEO will present to the Compensation Committee of the Board of Directors a list of the overall corporate goals for the Plan year, which is subject to approval by both the Compensation Committee and the independent members of the Board of Directors. All participants in the Plan will then develop a list of key individual goals, which will be approved by their manager and used for the basis of the performance review and individual performance rating.

The total bonus pool for the Plan will be based on achievement of the 2012 corporate goals and, where applicable, the individual’s annual performance review rating.

Bonus Awards

The Bonus will be paid in cash and is based on achievement of the 2012 corporate goals and achievement of individual goals. The Bonus will be calculated by using the base salary as of December 31, 2012, weighting factor, target bonus percentage and goal multipliers as identified below:

Weighting Factor

The relative weight between the corporate and individual Bonus components will vary based on levels within the organization. The weighting factors will be reviewed annually and adjusted, as necessary or appropriate. The weighting for 2012 will be as follows:



   Corporate     Individual  

President and CEO


Group K (EVP Level Officer)


Group J (SVP Officers)


Group I (Non-Officer VPs)

     80     20

Group H (Executive Directors)

     80     20

Group G (Senior Directors)

     80     20

Group F (Directors)

     80     20

Group E (Senior Managers)

     60     40

Group D (Managers)

     60     40

Group C

     40     60

Group A & B

     20     80


Final Approved

Target Bonus Percentages

Bonus amounts will be determined by applying a “target bonus percentage” to the base salary of employees in the Plan. Following are the


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