AMYRIS, INC.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
• General Structure. The Bonus Plan provides for funding and payout of cash
bonus awards based on quarterly and annual performance during 2020. The
funding of the Bonus Plan for each bonus period is based on the Company's
performance under certain metrics set by the Committee for each quarter
and for the year. Payouts under the Bonus Plan would occur following a
review of the Company's audited financial results for each quarter and for
the year and the executive officers' individual performance results at the
end of each quarter and the year.
• Funding Target Levels and Performance Metrics. The total funding possible
under the Bonus Plan is based on a cash value (the "Target Bonus Fund ")
determined by the executive officers' target bonus levels. Target bonus
levels for the Company's executive officers vary by officer, but are
generally set between 50% and 100% of annual base salary. The aggregate
amount of these target bonuses are the basis for the total potential
funding of the Bonus Plan. The quarterly and annual funding of the Bonus
Plan is based on achievement of the following Company performance metrics
for the applicable quarter and full year 2020, respectively: GAAP revenue
(weighted 50%), operating expenses (weighted 30%) and direct gross profit
(weighted 20%). For each quarterly period and for the annual period of the
Bonus Plan, "threshold," "target" and "superior" performance levels are
set for each performance metric based on the Company's operating plan,
which performance levels are intended to capture the relative difficulty
of achievement of that metric.
• Funding Calculation. For each of the four quarterly periods of the Bonus
Plan, the Bonus Plan allocates 12.5% of the total Target Bonus Fund . For
the annual period of the Bonus Plan, the Bonus Plan allocates 50% of the
total Target Bonus Fund . Funding is based on the weighted average
achievement of the performance metrics that achieve at least the
"threshold" performance level for a given Bonus Plan period. If the
Company does not achieve at least a 50% weighted average achievement level
of the performance metrics described above for a given Bonus Plan period
("funding threshold level"), no funding would occur under the Bonus Plan
for such period. If the Company achieves the funding threshold level, 50%
funding would occur. For a weighted average achievement between the
funding threshold level and "target" level, a pro rata increase in funding
would occur up to 100% of the Target Bonus Fund allocated to such period.
For weighted average achievement above the target level, an increase in
funding of 1.67% for every 1% above target performance would occur up to
150% of the Target Bonus Fund for such period.
• Payouts. Any payouts for the quarterly periods of the Bonus Plan would be
the same as the funded level based on Company and individual performance
(provided the recipient meets eligibility requirements), subject to the
final discretion of the Committee. Payouts for the annual period of the
Bonus Plan would be made from the aggregate funded amount in the
discretion of the Committee based on Company and individual performance,
and could range from 0% to 200% of an individual's funded amount for the
annual Bonus Plan period.
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