exv10w1







Exhibit 10.1




FORRESTER RESEARCH, INC.

400 Technology Square

Cambridge, MA 02139




EXECUTIVE CASH INCENTIVE PLAN



On February 10, 2010 (the “Effective Date”), the Compensation and Nominating Committee (the
“Committee”) of the Board of Directors of Forrester Research, Inc. (the “Company”) adopted this
2010 Executive Incentive Plan (the “Plan”).




1. Purpose of the Plan




          The purpose of this Plan is to reward the executive officers of the Company for their
contributions toward the achievement of certain Company financial and strategic goals and for their
individual performance. Except where the context otherwise requires, the term “Company”, as used
in this Plan, includes any of the Company’s present or future parent or subsidiary corporations or
entities. The term “Plan year” will mean the calendar year.




2. Administration




          The Committee will administer and have final authority on all matters relating to the Plan.
The Committee may interpret and construe the Plan, decide all matters arising under or in
connection with the Plan, and reconcile any inconsistency in the Plan in the manner and to the
extent it deems appropriate to carry into effect the Plan. The Committee may amend, suspend,
revoke or terminate the Plan at any time. All payouts under the Plan are subject to the prior
approval of the Committee. Decisions by the Committee will be in the Committee’s sole discretion
and will be final and binding on all persons having or claiming any interest in the Plan.




3. Eligibility



All of the Company’s executive officers, and such other key employees as the Committee designates,
will be eligible to participate in the Plan. Each executive officer and other designated employee,
if any, is deemed a “Participant” in the Plan. Except as otherwise provided in this Plan, Participants must be employed by the Company on the last day of the
applicable Plan year in order to receive a bonus, if any, under this Plan; provided that the
Committee may provide for payment of a prorated bonus under the Plan in the case of an employee who
first becomes a Plan Participant during the course of a Plan year, or in the case of a Participant
who ceases to be eligible to participate in the Plan during the course of a Plan year.




 









 








4. Plan Overview; Target Bonus; Performance Components



Each Plan year the Committee will designate those Participants eligible to earn a target bonus
amount (“Target Bonus”) under the Plan and each Participant’s Target Bonus. Actual bonus payouts
will be based on Company Performance (as defined below) for the applicable Plan year, modified
upward or downward for Team Performance and Individual Performance (as defined below). The
relative weightings of Team Performance and Individual Performance for any Plan year will be
determined by the Committee for each Participant and may vary among Participants.





	 	4.1	 	Company Performance. Company performance levels are set annually in a matrix
derived from the Company’s operating plan for the Plan year, with the matrix approved
by the Committee during the first quarter of the Plan year (“Company Performance”),
subject to adjustment, in the Committee’s discretion, to the extent deemed necessary
or appropriate under the circumstances (for example, in the event of an acquisition or
divestiture or a significant restructuring charge).
	 
	 	4.2	 	Team Performance. Within a reasonable period of time after the commencement
of each Plan year, after taking into consideration the recommendations of the Chief
Executive Officer, the Committee will assign team performance goals applicable to all
Participants, with each team performance goal assigned a weight representing the
percentage of the total bonus payout for that year attributable to achievement of such
goal (“Team Performance”). Performance relative to each Team Performance goal will be
scored on a scale of 0.00 to 1.50, with a score of 1.00 representing target
performance. The Committee may amend or modify any Team Performance goal or the weight
assigned to a goal, or substitute a goal in place of an existing goal, to the extent
equitable under the circumstances (for example, in the event of an acquisition or
divestiture or a significant restructuring charge).
	 
	 	4.3	 	Individual Performance. The Chief Executive Officer and Chief Operating
Officer will recommend individual performance goals for Participants reporting directly to one or the other, and within a reasonable
period of time after the commencement of each Plan year, the Committee will
approve goals for each Participant, with each individual performance goal
assigned a weight representing the percentage of the total bonus payout for
that year attributable to the achievement of such goal (“Individual
Performance”). Each Participant’s performance relative to each Individual
Performance goal will be scored on a scale of 0.00 to 1.50, with a score of
1.00 representing target performance. The Committee may amend or




 









 












	 	 	 	modify any Individual Performance goal or the weight assigned to a goal, or substitute a
goal in place of an existing goal, to the extent equitable under the
circumstances (for example, in the event a Participant’s role or
responsibilities change during the year).




5. Participant Scores; Bonus Payouts. Within a reasonable period of time after the Company has
reported financial results for the Plan year, the Committee will review and approve, and each
Participant will receive, a scored assessment of his or her performance relative to each Team
Performance goal and Individual Performance goal, which will result in a personal score (“Personal
Score”) for each Participant. Each Participant’s Personal Score will be applied to the Company
Performance level for the year to determine the percentage of the Participant’s Target Bonus, if
any, payable to such Participant for the applicable Plan year.



Bonus payouts, if any, under the Plan, will be determined and paid in a single cash lump sum
following the end of the applicable Plan year, as soon as practicable after final determination of
the Company Performance level and each Participant’s Personal Score, and in any event no later than
March 15th following the end of the applicable Plan year.



Nothing in the Plan shall be construed as limiting the right of the Company to grant, or for the
Committee to approve, incentive awards in addition to or in lieu of a bonus granted or paid under
the Plan.




6. Change in a Participant’s Employment Circumstances. If a Participant is unable to complete any
Individual Performance goal because (i) the Participant takes an authorized leave of absence, (ii)
the Participant becomes disabled and qualifies for short-term or long-term disability benefits
under the Company’s disability plans, (iii) the Participant dies during a Plan year, or (iv) there
occurs any other extraordinary event beyond the reasonable control of the Participant, then the
Committee may equitably adjust the Participant’s Individual Performance score to credit progress
towards the Participant’s Individual Performance goals.



     7. Miscellaneous




7.1 No Right to Employment or other Status. This Plan does not give, and will not be
construed as giving, any Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with any Participant
free from any liability or claim under the Plan, except as expressly provided otherwise in
the Plan, and except as may be otherwise provided in any applicable written agreement
between a Participant and the Company.




7.2 Non-U.S. Participants. The Company may modify the procedures set forth herein
with respect to bonus payouts for Participants who are non-U.S. nationals or who are
employed outside of the United States in order to comply with applicable laws and
regulations.



 









 






7.3 Governing Law. This Plan will be governed by and construed in accordance with the
internal laws of the Commonwealth of Massachusetts without giving effect to any choice or
conflict of law provision.




7.4 Section 409A of the Code. Payments under the Plan are intended to constitute
“short-term deferrals” for purposes of Section 409A of the Internal Revenue Code of 1986,
as amended, and guidance issued under Section 409A of the Code, and shall be construed
accordingly. Notwithstanding the above, neither the Company, nor any subsidiary, nor the
Committee, nor any person acting on behalf of the Company, any subsidiary, or the
Committee, shall be liable to any participant or to the estate or beneficiary of any
participant by reason of any acceleration of income, or any additional tax, asserted by
reason of the failure of a payment to satisfy the requirements of Section 409A of the Code.




7.5 Tax Withholding. All payments under the Plan shall be subject to reduction for
applicable tax and other legally or contractually required withholdings.




7.6 Plan to be Unfunded, Etc. The Plan is intended to constitute an unfunded incentive
compensation arrangement. Nothing contained in the Plan, and no action taken pursuant to
the Plan, shall create or be construed to create a trust of any kind. A participant’s
right to receive a bonus shall be no greater than the right of an unsecured general
creditor of the Company. All bonuses shall be paid from the general funds of the Company,
and no special or separate fund shall be established and no segregation of assets shall be
made to assure payment of such bonuses. There shall not vest in any Participant or
beneficiary any right, title, or interest in and to any specific assets of the Company.




7.7 Amendment and Termination. The Company may terminate the Plan at any time and may
amend the Plan at any time and from time to time, with or without retroactive effect,
including without limitation amendments that change the form or timing of bonus payments
hereunder.