<PAGE>


                                                                  Exhibit 10.10


                                  GATEWAY, INC.
                            MANAGEMENT INCENTIVE PLAN
                  (AMENDED AND RESTATED AS OF JANUARY 17, 2001)

1.       PURPOSE. The purpose of the Management Incentive Plan (the "Plan") is
         intended to enhance the ability of Gateway, Inc. (the "Company") to
         attract and retain highly-qualified senior executives by providing them
         with the ability to earn significant rewards if the Company attains or
         exceeds certain pre-established financial objectives.

2.       DEFINITIONS. As used herein, the following terms shall have the meaning
         set forth below.

         (a)      Award shall mean the grant of an award by the Committee to a
                  Participant in each Plan Year.

         (b)      Board shall mean the Board of Directors of the Company.

         (c)      Committee shall mean the Compensation Committee of the Board.

         (d)      Participant shall mean an eligible employee who is selected by
                  the Committee to participate in the Plan.

         (e)      Plan Year shall mean the calendar year.

3.       ELIGIBILITY. Any officer or employee of the Company or any subsidiary
         of the Company shall be eligible to be selected by the Committee to
         participate in the Plan in any calendar year and to receive an Award
         hereunder.

4.       ADMINISTRATION.

         (a)      The Plan shall be administered by the Committee which shall
                  have full power and authority to construe, interpret and
                  administer the Plan and its terms, and adopt such rules,
                  regulations and guidelines for carrying out the Plan as it
                  deems necessary or appropriate. This power and authority
                  includes but is not limited to selecting those eligible
                  employees who shall be granted an Award, weighting the Key
                  Goals, and exercising discretion to reduce the amount of any
                  payment that otherwise would be payable to a Participant,
                  establishing the Key Goals for each Participant or class of
                  Participants, and otherwise establishing the terms and
                  conditions of each Award. The Committee's interpretation and
                  construction of any provision of the Plan and/or of any Award
                  shall be final, binding and conclusive on all parties.


<PAGE>


         (b)      Notwithstanding anything herein to the contrary, the Committee
                  may delegate all or any portion of its power and authority
                  hereunder to the President and/or Chief Executive Officer of
                  the Company with respect to Awards to be made to Participants
                  who are not "covered employees" within the meaning of Section
                  162(m) of the Code, or executive officers.


5.       AWARDS.

         (a)      Not later than ninety (90) days after each January 1st, the
                  Committee, in its sole discretion, shall designate those
                  eligible employees who are to be Participants for the calendar
                  year beginning on such January 1st, and shall specify the
                  terms and conditions of each Award to such Participant for
                  such year. The Committee may designate additional Participants
                  after the end of such 90-day period, provided that, within
                  thirty (30) days of such designation, the Committee specifies
                  the terms and conditions of the Award to such Participant,
                  which shall be prorated based on the period of participation
                  of the Participant in such Plan Year.

         (b)      The Award may be based on the achievement of one or more
                  pre-established key financial objective goals ("Key Goals"),
                  as determined by the Committee, in its sole discretion. The
                  Key Goals may be any one or combination of the following or
                  any other objective standard the Committee may select:
                  earnings per share, gross or net revenue, reduction of costs,
                  and customer satisfaction.

         (c)      The maximum Award to any Participant in any calendar year may
                  not exceed two hundred fifty percent (250%) of such
                  Participant's base salary for such year as in effect on
                  January 1st of such year.

6.       CERTIFICATION AND PAYMENT OF AWARDS. As soon as practicable after the
         end of each Plan year, the Committee shall determine whether, and to
         what extent, the Key Goals were attained for each Participant during
         such year and the amount of incentive payment to which such Participant
         is entitled, and shall certify such determinations in writing. A
         Participant shall have the right to defer the receipt of all or a
         portion of the amounts payable hereunder pursuant to the Gateway, Inc.
         Deferred Compensation Plan; if no such election is made, payment of
         such amount shall be made in a single lump sum in cash as soon as
         practicable (but no more than 30 days) after the Committee's
         certification is made, provided that no payment shall be made if, on
         such payment date, (a) the Participant is no longer an employee of the
         Company on such payment date, or (b) the Committee determines, in its
         discretion, that the Participant is not in compliance with the
         Company's Code of Ethics or is subject to corrective action for
         performance.


                                       2
<PAGE>


7.       NO RIGHT TO CONTINUED EMPLOYMENT. Neither the establishment of the
         Plan, the making of an Award, nor any other action with respect to the
         Plan shall be held or construed to provide a Participant with any right
         to continued employment (either express or implied) with the Company or
         any subsidiary thereof on a full-time, part-time or any other basis.

8.       WITHHOLDING. The Company shall have the right to withhold from any
         payment hereunder the amount necessary to satisfy any applicable
         federal, state or local withholding requirements.

9.       EFFECTIVE DATE. The Plan shall be effective for the calendar year
         beginning January 1, 2001.

10.      GOVERNING LAW. The validity, construction and effect of the Plan and
         any actions taken relating to the Plan shall be determined in
         accordance with the laws of the State of Delaware and applicable
         federal law.

11.      UNFUNDED PLAN. The Company shall have no obligation to reserve or
         otherwise fund in advance any amounts under the Plan and the Plan shall
         not create (or be construed to create) a trust or separate fund or
         funds. The Plan shall not establish any fiduciary relationship between
         the Company and any Participant or other person. To the extent any
         person holds any rights by virtue of any Award, such rights shall be no
         greater than those of a general, unsecured creditor of the Company.

12.      AMENDMENT AND TERMINATION. The Committee or the Board shall have the
         right at any time to amend or terminate the Plan, provided that no such
         amendment shall, without the consent of the affected Participant, alter
         or impair any right or obligations under an outstanding Award.


                                       3