exv10w2



 






	 	 	 	 	 



EXHIBIT 10.2



ART TECHNOLOGY GROUP, INC.

2007 EXECUTIVE MANAGEMENT COMPENSATION PLAN





     The following executive officers of ATG are eligible to participate in this Plan, subject to
the execution by the executive officer of the Terms and Conditions of Participation set forth as
Exhibit A to this Plan. The target bonus payout for the indicated periods and the applicable
performance metrics for each executive office are as follows:



	 	 	 	 	 	 	 
	 	 	 	 	TARGET BONUS	 	 
	 	 	 	 	PAYOUT (AT 100%	 	 
	 	 	 	 	OF PERFORMANCE	 	 
	TITLE	 	PERIOD	 	METRICS)	 	PERFORMANCE METRICS
	 
	CEO
	 	Annual	 	$200,000	 	35% ATG Revenue
	 
	 	 	 	 	 	(defined below);
	 
	 	 	 	 	 	35% ATG Adjusted
	 
	 	 	 	 	 	Operating Profit
	 
	 	 	 	 	 	(defined below);
	 
	 	 	 	 	 	10% On Demand
	 
	 	 	 	 	 	Revenue;
	 
	 	 	 	 	 	20% MBOs.
	 
	 	 	 	 	 	 
	CFO
	 	Annual	 	$100,000	 	30% ATG Adjusted
	 
	 	 	 	 	 	Operating Profit;
	 
	 	 	 	 	 	30% ATG Revenue;
	 
	 	 	 	 	 	10% Investor
	 
	 	 	 	 	 	Satisfaction;
	 
	 	 	 	 	 	10% Cash Mgmt;
	 
	 	 	 	 	 	20% MBOs.
	 
	 	 	 	 	 	 
	SVP SALES
	 	Quarterly	 	$40,000/quarter	 	50% ATG Revenue
	 
	 	 	 	 	 	(excluding eStara);
	 
	 	 	 	 	 	50% Bookings (On
	 
	 	 	 	 	 	Demand and
	 
	 	 	 	 	 	License);
	 
	 
	 	Annual	 	$40,000 annual	 	100% Adjusted
	 
	 	 	 	($200,000 total Target)	 	Operating Profit.
	 
	 	 	 	 	 	 
	SVP MARKETING
	 	Annual	 	$100,000	 	25% ATG Adjusted
	 
	 	 	 	 	 	Operating Profit;
	 
	 	 	 	 	 	25% Bookings (On
	 
	 	 	 	 	 	Demand and
	 
	 	 	 	 	 	License);
	 
	 	 	 	 	 	25% ATG Revenue
	 
	 	 	 	 	 	(excluding eStara);
	 
	 	 	 	 	 	25% MBOs.






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	 	 	 	 	TARGET BONUS	 	 
	 	 	 	 	PAYOUT (AT 100%	 	 
	 	 	 	 	OF PERFORMANCE	 	 
	TITLE	 	PERIOD	 	METRICS)	 	PERFORMANCE METRICS
	 
	SVP Services
	 	Quarterly	 	$20,000/quarter	 	30% Worldwide
	 
	 	 	 	 	 	PS/Ed/Hosting
	 
	 	 	 	 	 	Margin %;
	 
	 	 	 	 	 	20% CSS Revenue;
	 
	 	 	 	 	 	30% Hosting Revenue;
	 
	 	 	 	 	 	20% Worldwide
	 
	 	 	 	 	 	PS/Ed/Revenue;
	 
	 	Annual	 	$20,000 annual	 	 
	 
	 	 	 	($100,000 total target)	 	100% Adjusted
Operating Profit.
	 
	 	 	 	 	 	 
	SVP HUMAN
	 	Annual	 	$80,000	 	35% ATG Adjusted
	RESOURCES
	 	 	 	 	 	Operating Profit;
	 
	 	 	 	 	 	30% ATG Revenue;
	 
	 	 	 	 	 	35% MBOs.
	 
	 	 	 	 	 	 
	SVP PRODUCTS &
	 	Annual	 	$100,000	 	30% ATG Adjusted
	TECHNOLOGY
	 	 	 	 	 	Operating Profit;
	 
	 	 	 	 	 	40% ATG Revenue
	 
	 	 	 	 	 	(excluding eStara);
	 
	 	 	 	 	 	30% MBOs.
	 
	 	 	 	 	 	 
	SVP (eStara)
	 	Annual	 	$100,000	 	30% eStara Revenue;
	 
	 	 	 	 	 	40% eStara Adjusted
	 
	 	 	 	 	 	Operating Profit; and
	 
	 	 	 	 	 	30% MBOs.
	SVP Business
	 	Annual	 	$100,000	 	25% ATG Revenue
	Development
	 	 	 	 	 	25% ATG Adjusted
	 
	 	 	 	 	 	Operating Profit
	 
	 	 	 	 	 	50% MBOs.








 




			
	1.	 	For all except SVP eStara no bonus will be paid for the annual period unless ATG achieves,
at minimum, 50% of its Adjusted Operating Profit goal for 2007. No part of the bonus for each
of the three bonus categories for the SVP eStara will be paid unless, at a minimum, 70% of the
goal for such category is achieved.
	 
	2.	 	“ATG Revenue” means GAAP revenue plus the change in net deferred license revenue for the
period (2007 over 2006).
	 
	3.	 	“ATG Adjusted Operating Profit” means ATG Revenue less GAAP cost of sales and operating
expenses, but excludes restructuring charges, the eStara earn out, and option expensing. For
SVP eStara, Adjusted Operating Profit for eStara excludes option expenses, amortization and
the eStara earn out compensation expenses.




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EXHIBIT A




TERMS AND CONDITIONS OF PARTICIPATION

ATG 2007 EXECUTIVE MANAGEMENT COMPENSATION PLAN





	1.	 	No incentive payments will be paid unless you are actively employed by ATG at the time
incentive payments are made, or unless otherwise provided in a separate written agreement
between you and ATG. Payments are generally made six to twelve weeks following the end of
the applicable period if approved financial statements are available.






	2.	 	These payments are offered as an incentive, but are not guaranteed. ATG (including the
Compensation Committee of ATG’s Board of Directors) reserves the sole right to make changes to
any and all terms and conditions of the 2007 Executive Management Compensation Plan due to
changes in business conditions, performance of the executive or the Company or other factors,
at the sole discretion of the Compensation Committee of ATG’s Board of Directors.






	3.	 	ATG reserves the right to make goal substitutions to meet changing business requirements.
There may be additional deliverables not explicitly detailed in the attached MBO listing, as
specified by ATG Management.






	4.	 	Participation in the 2007 Executive Management Compensation Plan is no guarantee of
participation in any subsequent plans. The Company reserves the sole right to designate
participants, and to make any and all changes to a participant’s yearly plan.






	5.	 	The final payout amount to the executive officers, except the chief executive officer, must
be approved by the Compensation Committee of ATG’s Board of Directors, including payout of any
amounts over 100% of target and partial payments when targets are partially achieved. The
final payout amount to the Chief Executive Officer will be recommended to the Board of
Directors by the Compensation Committee of ATG’s Board of Directors and approved by the ATG
Board of Directors. Additional factors may be considered in determining the final payout
amount.






	6.	 	In all circumstances, the amount and timing of any incentive payment are solely within the
discretion of the Compensation Committee of ATG’s Board of Directors and the ATG Board of
Directors, regardless of the provisions of the 2007 Executive Management Compensation Plan.







	 	 	 
	Agreed by:
	 	 
	 
	 	 
	 
	 	 
	 
	Executive Signature

	 	Date
	 
	 	 
	 
	 	 
	 
	CEO Signature

	 	Date







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