exv10w2w12



 






EXHIBIT 10.2.12




ASK JEEVES, INC.

EXECUTIVE MANAGEMENT CASH BONUS PLAN

(Fiscal Year 2005)



This document sets forth the terms of the Ask Jeeves, Inc. Executive Management Cash Bonus Plan for
Fiscal Year 2005 (the “Plan”).




Operation of the Plan





Potential Bonus. Participating employees of Ask Jeeves, Inc. (the “Company”) or one of its
subsidiaries may be eligible to receive an annual bonus equal to a percentage of base
salary. The percentage shall be determined in the sole discretion of the Company,
considering the type of employee and the ranges set forth in the following chart:



	 	 	 	 	 	 	 
	 	 	Bonus as Percentage of Base Salary
	Type of Employee	 	Minimum %	 	Target %	 	Maximum %
	 
	 	 	 	 	 	 
	Chief Executive Officer
	 	0%	 	80%	 	160%
	 
	 	 	 	 	 	 
	Executive Chairman of the
Board
	 	0%	 	60%	 	120%
	 
	 	 	 	 	 	 
	Executive Vice President
	 	0%	 	50%	 	100%







Quarterly Weighting of Potential Bonus. A participating employee’s potential annual bonus
is targeted for quarterly payout, with 20% of the potential annual bonus targeted for payout
after each of the first, second and third quarters of 2005, and 40% of the potential annual
bonus targeted for payout after the fourth quarter of 2005.




Components of Potential Bonus and their Relative Weights. The portion of a participating
employee’s potential bonus that is actually paid out after each quarter will depend upon
three components: (a) the actual performance of the Company compared to its targeted
performance, (b) the actual performance of the employee’s division (if applicable) compared
to its targeted performance, and (c) the employee’s individual performance, during such
quarter. Each of these components is weighted depending on the type of employee in
accordance with the following chart:



	 	 	 	 	 	 	 
	 	 	Weight of Component
	 	 	in Determining Quarterly Payout
	 	 	 	 	 	 	Individual
	Type of Employee	 	Company Performance	 	Division Performance	 	Performance
	 
	 	 	 	 	 	 
	Corporate Employee
	 	75%	 	0%	 	25%
	 
	 	 	 	 	 	 
	Division Employee
	 	25%	 	50%	 	25%






 









 





The Company and Division performance components will be derived through a comparison of
actual quarterly revenue and profit of the Company or the employee’s Division, as
applicable, against targeted quarterly revenue and profit. Performance targets will be
approved by the Compensation Committee or the Company’s Chief Executive Officer, Chief
Financial Officer, and Senior Vice President of Human Resources in advance of each quarter.
In order to be eligible to receive a quarterly payout, actual revenue of the Company and the
employee’s Division, if applicable, must be at least 70% of quarterly targeted revenue, and
actual profit of the Company and the employee’s Division, if applicable, must be at least
85% of targeted profit.




The individual performance component will be based on the employee’s most recent annual
performance review rating on a 1 (high) to 5 (low) scale, potentially adjusted each quarter
by the employee’s manager (or the Compensation Committee). The Company, in its sole
discretion, will distribute the payout percentages of the employees who fall within each
performance rating. The distribution within each rating is generally expected to be as
follows over time:



	 	 	 	 	 
	 	 	 	 	Proposed
	 	 	 	 	Distribution of
	 	 	 	 	Employees within
	 	 	 	 	each Rating
	Performance Rating	 	Payout %	 	Category
	 	 	 	 	 
	
	 	200%
	 	15%
	1
	 	175%
	 	75%
	
	 	150%
	 	10%
	 	 	 	 	 
	
	 	175%
	 	15%
	2
	 	150%
	 	75%
	
	 	125%
	 	10%
	 	 	 	 	 
	
	 	125%
	 	15%
	3
	 	100%
	 	75%
	
	 	75%
	 	10%
	 	 	 	 	 
	
	 	75%
	 	40%
	4
	 	50%
	 	50%
	
	 	25%
	 	10%
	 	 	 	 	 
	5
	 	0%
	 	100%







New employees without a prior performance review rating will be reviewed each quarter by
their manager.



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Payment Terms





Award Payment and Timing. Subject to change in the sole discretion of the Company, bonuses
are targeted for quarterly payment and will be based on base salary on the last day of each
quarter.



Other Rules





Termination of Employment Rules. Except as expressly provided below, in order to be
eligible for any quarterly payout of the potential bonus under the Plan, a participant must
have been employed by the Company or one of its subsidiaries on the first and last day of
the quarter and must have been an active employee (i.e., not on leave) for at least
two-thirds of the quarter to which the payout relates. A participant will have no rights
with respect to a quarterly payout under the Plan if his or her employment by the Company or
one of its subsidiaries terminates (for any reason, with or without cause) during the
quarter.




No Assignment. The rights, if any, of a participant or any other person to any payment or
other benefits under this Plan may not be assigned, transferred, pledged, or encumbered
except by will or the laws of decent or distribution.




Taxation. Bonus payments will be taxed as ordinary income (wages) in the year of payment.
All payments will be subject to required income, employment and other tax withholdings
(generally, at the higher supplemental rate) and any other authorized deductions.




Amendment. The Company reserves the right to amend and/or terminate this Plan at any time
and in any manner, with or without notice.




No Fiduciary Relationship. Nothing contained in this Plan and no action taken pursuant to
the provisions of this Plan shall create or be construed as creating a trust or any kind of
fiduciary relationship between the Company and any of its affiliates on one hand, and any
participant or any other person on the other hand.




No Right to Bonus or Continued Employment. Nothing contained in this Plan or any related
document constitutes an employment or service commitment by the Company (or any affiliate),
affects an employee’s status as an employee at will who is subject to termination without
cause, confers upon any participant any right to remain employed by or in service to the
Company (or any affiliate), interferes in any way with the right of the Company (or any
affiliate) to terminate a participant’s employment or to change the participant’s
compensation or other terms of employment at any time. This Plan does not constitute a
contract and does not confer upon any person any right to receive a bonus or any other
payment or benefit. There is no commitment or obligation on the part of the Company (or any
affiliate) to continue any bonus plan (similar to this Plan or otherwise) in any future
fiscal year.



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Adjustments. Without limiting the Company’s general amendment authority as set forth above,
the Company may, in its sole discretion, adjust the percentage measures, related goals, and
other provisions of this Plan to the extent (if any) it determines that the adjustment is
necessary or advisable to preserve the intended incentives and benefits to reflect (1) any
change in corporate capitalization, any corporate transaction (such as a reorganization,
combination, separation, merger, acquisition, or any combination of the foregoing), or any
complete or partial liquidation of the Company, (2) any change in accounting policies or
practices, or (3) the effects of any special charges to the Company’s earnings, or (4) any
other similar special circumstances (including, without limitation, litigation recoveries
and bad debt and inventory valuations).




Administration. The Company (by action of its Board of Directors, a committee of the Board
of Directors, or an officer or officers acting within his, her or their delegated authority)
shall administer this Plan, select participants for this Plan, determine the applicable
performance measures, relative weights of those measures, specific performance goals, and
bonus opportunities, determine performance and the extent to which any applicable goals have
been satisfied, determine whether any bonus is actually payable under this Plan and the
amount of each bonus, and determine the time or times at which and the form and manner in
which bonuses will be paid. The Company shall have the authority to construe and interpret
this Plan and any agreement or other document relating to this Plan. All actions taken and
all interpretations and determinations made by the Company in respect of this Plan shall be
conclusive and binding on all persons and shall be given the maximum deference permitted by
law. As required by the rules of the Nasdaq National Market, all decisions and payments
under this plan relating to the Company’s CEO and other executive officers shall be
discussed and approved by the Compensation Committee of the Company’s Board of Directors
(and all language above regarding determinations made by others refers only to such person’s
involvement in the recommendation made by management to the Compensation Committee).




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