Exhibit 10.1
Miami International Holdings, Inc.
SeniorExecutiveAnnualBonusPlan
1.Purpose.The purpose of the Miami International Holdings, Inc. Senior ExecutiveAnnual Bonus Plan (this “Plan”) is to align the interests of senior executives of the Company with those oftheshareholdersofthe Companyand to enhanceshareholdervalueby promoting aconnection between the performance of the Company and the compensation of senior executives of the Company.
2.Definitions.Thefollowingtermsshallhavethefollowing meanings:
(a)“Affiliate”means acorporationorother entity controlledby,controlling, orunder commoncontrolwith theCompany.Theterm “control”(including, withcorrelativemeaning,the terms “controlled by” and “under common control with”), as applied to any person, means the possession,directlyorindirectly,ofthepowertodirectorcausethedirectionofmanagementand policies of such person, whether through the ownership of voting or other securities, by contract, or otherwise.
(b)“Award” means an incentive compensation award which is earned subject to satisfaction of applicable Performance Metrics with respect to a Performance Period as set forth on a Participant’s Scorecard.
(c)“Board”meanstheBoardofDirectorsoftheCompany.
(d)“CEO”meanstheChiefExecutiveOfficerofthe Company.
(e)“Committee” means the Compensation Committee of the Board or such other committeeasmaybeappointedbytheBoardtoadministerthisPlaninaccordancewithSection3 of this Plan.
(f)“CommitteeCharter”meanstheCommittee’sCharter(asitmaybeamendedfrom time to time).
(g)“CommonStock”meansthecommonstock,$0.001parvaluepershare,ofthe
Company.
(h)“Company” means Miami International Holdings, Inc., a Delaware corporation, and its successors by operation of law.
(i)“Disability”means,withrespecttoaParticipant’sterminationofemployment,that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment. The determination of whether a Participant has a DisabilityshallbedeterminedbytheCommittee,andtheCommitteemayrelyonany
determinationthataParticipantisdisabledforpurposesofbenefitsunderanylong-termdisability planinwhichaParticipantparticipatesthatismaintainedbytheCompanyorany ofitsAffiliates.
(j)“EquityPlan”meanstheMiamiInternationalHoldings,Inc.2022EquityIncentive
Plan.
(k)“Participant” means an employee of the Company or any of itsAffiliates who is, pursuant to Section 4 of this Plan, selected to have the opportunity to earn anAward.
(l)“Performance Metrics” means such criteria and objectives as may be established by the Committee, which shall be satisfied or met during the applicable Performance Period as a condition of the Participant’s earning an Award.
(m)“Performance Period” means the 12-month period commencing on January 1 and endingonDecember31, orsuchotherperiodsastheCommitteeshalldetermine; provided,thata Performance Period for a Participant who becomes employed by the Company or any of its Affiliates following the commencement of a Performance Period may be a shorter period that commences with such Participant’s employment commencement date.
(n)“Plan” means this Miami International Holdings, Inc. Senior Executive Annual Bonus Plan.
(o)“Scorecard” means the written addendums to this Plan for the applicable Performance Period, as approved by the Committee that sets forth a Participant’s applicable PerformanceMetrics,targetbonusopportunity,andtheapplicablepayoutopportunities,including threshold,targetandmaximumpayoutlevels,andanyweighting,calculationmethodologyorother terms the Committee determines are relevant to theAward opportunity.
3.Administration.This Plan shall be administered by the Committee, subject to approval of theBoard.TheCommitteeshallhavetheauthority,initssolediscretion,subjecttoandconsistent with the express provisions of this Plan, to administer this Plan and to exercise all the power and authorityexpresslygrantedtoitunderthisPlanornecessaryoradvisableintheadministrationof this Plan, including the authority to grant the opportunity to earn Awards; to determine the employeestowhomandthetimeortimesatwhichtheopportunitytoearnAwardsshallbegranted; to determine, prescribe, amend or rescind the rules, terms, conditions, restrictions, and PerformanceMetricsrelatingtoanyAwardopportunityorthisPlan;todeterminewhether,towhat extent and under what circumstances anAward may be settled, cancelled, forfeited, recouped or surrendered; to make adjustments in the Performance Metrics in recognition of unusual or non- recurring events affecting the Company or any of itsAffiliates or the financial statements of the Company or any of its Affiliates, or in response to changes in applicable laws, regulations or accounting principles; to construe and interpret this Plan and anyAward; and to make all other determinationsdeemednecessaryoradvisablefortheadministrationofthisPlan.Notwithstanding theforegoing,theCommitteeshallhavethesolediscretiontodeterminewhether,ortowhatextent, PerformanceMetricsareachievedandtheauthoritytomakeappropriateadjustmentstothe
Performance Metrics applicable to an Award opportunity to reflect the impact of extraordinaryitems not reflected in such goals.
All decisions, determinations and interpretations of the Committee shall be final and bindingonallpersons,includingtheCompanyandtherelevantParticipant(oranypersonclaiming any rights under this Plan from or through any Participant).
TheCommitteemaydelegatealloranypartofitsauthorityunderthisPlan,consistentwith theCommitteeCharterandapplicablelaw.NotwithstandinganythinginthisPlantothecontrary, the Committee hereby delegates to the CEO, authority under this Plan with respect to employees of the Company who are not executive officers of the Company, including authority to designate their participation in this Plan, establish and administer applicable Scorecards, determine performanceachievementandapprovepayouts,ineachcase,inaccordancewiththetermsofthis Plan.
4.Participant Selection. The Committee shall have the sole authority and discretion to (a) determine the employees to whomAward opportunities shall be granted under this Plan and (b) determine the Performance Metrics that are applicable to suchAward opportunities.
5.Time and Form of Payment. Award opportunities granted under this Plan shall be communicatedtoParticipantsinsuchformastheCommitteeshallfromtimetotimeapproveand the terms and conditions of such Awards shall be set forth therein. All payments in respect of AwardsearnedunderthisPlanshallbe(a)determinedbytheCommitteeinaccordancewithsuch Participant’s Scorecard and (b) made in cash or, to the extent consented to by the Participant, or determined by the Committee at the time anAward is granted, in whole or in part, in Common Stock issued under the Equity Plan and valued at its Fair Market Value (as defined in the Equity Plan) on the date of payment.Any payment in respect of anAward shall be made within two and one-half months after the end of the applicable Performance Period.
6.EmploymentRequirement;TerminationofEmployment.Unless otherwise provided by the Committee, and except as set forth in this Section 6, a Participant must be actively employed by the Company or any of its Affiliates at the time earned Awards are generally paid with respect to a Performance Period in order to be eligible to receive payment in respect of such earned Award. Notwithstanding the foregoing, unless otherwise provided by the Committee, if a Participant’s employment is terminated as a result of death or Disability prior to the end of the Performance Period, such Participant shall receive a pro rata portion, based on the number of days such Participant was actively employed during the applicable Performance Period, of the earned Award that such Participant would have received with respect to the applicable Performance Period based on actual performance during such Performance Period, which shall be payable at the time payment is made to other Participants in respect of such Performance Period.
7.GeneralProvisions.
(a)Compliance with Legal Requirements. This Plan, the granting of Award opportunitiesandpaymentofearnedAwards,andtheotherobligationsoftheCompanyunderthis Plan shall be subject to all applicable federal, state and local laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required.
(b)Nontransferability.AwardopportunitiesshallnotbetransferablebyaParticipant.
(c)No Right to Continued Employment. Nothing in this Plan or in any Award opportunity granted under this Plan shall confer upon any Participant the right to continue in the employ of the Company or any of itsAffiliates or to be entitled to any compensation or benefits notsetforthinthisPlanortointerferewithorlimitinanywaywhateverrightsotherwiseexistof the Company or any of itsAffiliates to terminate such Participant’s employment or change such Participant’s compensation.
(d)Withholding Taxes. Where a Participant or other person is entitled to receive a payment pursuant to an earned Award under this Plan, the Company or any of itsAffiliates, as applicable, shall have the right either to deduct from the payment, or to require the Participant or suchotherpersontopaytotheCompanyoranyofitsAffiliates,asapplicable,priortodeliveryof such payment, an amount sufficient to satisfy any federal, state, local or other withholding tax requirements related to such payment.
(e)Amendment or Termination of this Plan. The Board or the Committee may at any time and from time to time alter, amend, suspend or terminate this Plan in whole or in part.
(f)Participant Rights. No Participant shall have any claim to be granted any Award opportunity under this Plan, and there is no obligation for uniformity of treatment among the Participants.
(g)UnfundedPlan.ThisPlanshallbeunfunded.TheCompanyshallnotberequiredto establishanyspecialorseparatefund,ortomakeanyothersegregationofassets,toassurepayment with respect to any earnedAwards.To the extent a Participant has any rights under this Plan, the Participant’s rights shall be those of a general unsecured creditor of the Company.
(h)Construction.TheheadingsinthisPlanareforconvenienceonly,donotconstitute apartofthisPlanandshallnotbedeemedtolimitoraffectanyoftheprovisionsofthisPlan.The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.”Pronounsinmasculine,feminine,andneutergenderswillbeconstruedtoincludeany othergender,andwordsinthesingularformwillbeconstruedtoincludethepluralandviceversa, unless the context otherwise requires.
(i)GoverningLaw.ThisPlan,Awardopportunitiesgrantedunderitandactionstaken in connection with this Plan or any earnedAward shall be construed and enforced in accordance withthelawsoftheStateofDelaware,withoutgivingeffecttothechoiceoflawprinciplesthereof,
orprinciplesofconflictsoflawsofanyotherjurisdictionwhichcouldcausetheapplicationofthe laws of any jurisdiction other than the State of Delaware to apply.
(j)Section409A.TheCompanyintendsthatpaymentofanyearnedAwardsunderthis Plan shall be exempt from Section 409A of the Internal Revenue Code and the regulations promulgated thereunder (“Section 409A”), and this Plan shall be interpreted, construed and administeredinaccordancewithsuchintent.TotheextentthatanyAwardisnotexemptfromthe application of the requirements of Section 409A, this Plan and the applicable Award shall be construed and interpreted in a manner so as to comply with such requirements.
(k)Clawback.AllAwards under this Plan shall be subject (i) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the ExchangeAct of 1934, as amended and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission or any other applicable law and (ii) any right that the Company may have under any Company recoupment, clawback or similar policy or other agreement or arrangement with the Participant.