BROCADE SENIOR LEADERSHIP PLAN
Revised: January 18, 2005
The Brocade Senior Leadership Plan is designed to link incentive compensation with Company performance.
Performance against Company objectives is measured on six-month cycles (Plan Periods), which run
concurrently with the first and second halves of Brocade's fiscal year. Payout of earned cash bonuses if any
occurs on an annual basis.
Regular full-time and part-time VP level employees are eligible to participate in the Senior Leadership Plan
Participants must be regular (full-time or part-time) employees at the end of the 12-month Plan Period to be
eligible to receive a Senior Leadership Plan Payout.
As each Plan Period begins, participants must complete a VP Performance Contract. Performance contracts
should be tied to company and departmental goals as outlined in the BOD package (company priorities and
initiatives). All goals must be tied to overall company objectives and have defined measurements.
Before Performance Contracts are final, they are reviewed and approved by Finance, HR, and CEO.
At the end of each Plan Period, performance against goals is first assessed by the Participant and then reviewed
and assessed by Finance and the VP's manager. The Compensation Committee reviews and approves all Section
16B Officers' performance and bonus payouts annually. The CEO reviews and approves all other VP cash bonus
COMPANY PERFORMANCE & SENIOR LEADERSHIP PLAN FUNDING
Each Plan Period, Brocade will set a target Operating Margin for the company to achieve during the Plan Period
At the end of each Plan Period, Brocade will fund the Senior Leadership Plan based on the actual Operating
Margin achieved by Brocade during the Plan Period (Actual OM) relative to the Target OM (Actual
The Actual OM will be communicated following the end of each Plan Period.
PARTICIPANT INCENTIVE TARGET