exv10w2






Exhibit 10.2




COMPELLENT TECHNOLOGIES, INC.

2010 MANAGEMENT INCENTIVE PLAN




Overview



The 2010 Management Incentive Plan (the “Plan”), of Compellent Technologies, Inc. (the “Company”)
is designed to motivate, retain and reward its management through a combination of corporate and
individual performance-based incentive compensation components. The members of the Company’s
management team designated by the Compensation Committee of the Company’s Board of Directors (the
“Committee”) in its sole discretion (each a “Participant”), employed at the Company during 2010 and
an employee as of December 31, 2010 (unless otherwise determined by the Committee), shall be
eligible to participate in the Plan. The Plan is administered by the Committee in its sole
discretion. For purposes of this Plan, “2010” shall mean the calendar year ending December 31,
2010.



The Plan is designed to award a cash incentive payment (each a “Cash Payment”) for performance in
2010 to a Participant: (i) if the Company achieves certain revenue objectives (the “Revenue
Target”); (ii) if the Company achieves a certain profitability objective (the “Profitability
Target”) and/or (iii) if the Participant achieves certain individual performance objectives (the
“Individual Targets”).




Determination of 2010 Cash Payments



For 2010, if the Revenue Target, the Profitability Target and all of a Participant’s Individual
Targets are achieved, a Participant will receive 100% of his or her eligible Cash Payment (the
“Cash Payment Target Amount”). Under the Plan, the Cash Payment Target Amounts range from 41.7% to
100.0% of a Participant’s annual base salary, depending on the management position and
responsibilities of the Participant within the Company.



The Committee has determined that the Participant’s Cash Payment Target Amount will be allocated as
follows: sixty percent (60%) to the achievement of the Revenue Target (the “Revenue Cash Payment”);
twenty percent (20%) to the achievement of the Profitability Target (the “Profitability Cash
Payment”); and twenty percent (20%) to the achievement of the Individual Targets (the “Individual
Cash Payment”). The Committee retains the discretion to reallocate a Participant’s Cash Payment
Target Amount in its sole discretion based on a partial year of service, the role and
responsibilities of the Participant or otherwise.




Revenue Cash Payment



The Committee has set the Revenue Target for the Participants, based on achievement by the Company
of certain 2010 revenue targets, which shall be determined based on a U.S. generally accepted
accounting principles (“GAAP”) basis. The Company’s audited GAAP financial statements for 2010
shall determine the level of revenue achieved against the Revenue Target for purposes of this Plan.
The Committee has also set a threshold revenue target for 2010 at 85% of the Revenue Target, for
the award of a portion of the Revenue Cash Payment (the “Revenue Threshold”). If the Company’s
revenue is less than the Revenue Threshold, a Participant will not receive any portion of his or
her Revenue Cash Payment (unless otherwise determined by the Committee). If the Company’s revenue
exceeds the Revenue Threshold, the Participant shall be entitled to a portion of his or her Revenue
Cash Payment in accordance with the schedule set forth below:




	 	 	 
	Portion of the Revenue Cash Payment	 	Portion of the Revenue Target
	4.0% of the Revenue Cash Payment for each
1.0% of revenue recognized

	 	85-90% of the Revenue Target






 









 






	 	 	 
	Portion of the Revenue Cash Payment	 	Portion of the Revenue Target
	6.0% of the Revenue Cash Payment for each
1.0% of revenue recognized

	 	90-95% of the Revenue Target
	 
	 	 
	10.0% of the Revenue Cash Payment for each
1.0% of revenue recognized

	 	95-100% of the Revenue Target
	 
	 	 
	6.0% of the Revenue Cash Payment for each
1.0% of revenue recognized

	 	100-105% of the Revenue Target
	 
	 	 
	10.0% of the Revenue Cash Payment for each
1.0% of revenue recognized

	 	Over 105% of the Revenue Target





There is no maximum Revenue Cash Payment under the Plan.



The actual Revenue Cash Payment to be made to Participants hereunder for 2010 shall be made at the
discretion of the Committee. If a Participant does not receive a Revenue Cash Payment, he or she
may still be eligible to receive the Profitability Cash Payment and/or all or a portion of the
Individual Cash Payment, each as described more fully below.




Profitability Cash Payment



The Committee has set the Profitability Target for the Participants, based on achievement by the
Company of a GAAP operating income target for 2010, as adjusted to exclude share-based
compensation expenses pursuant to Accounting Standards Codification Topic No. 718 “Stock
Compensation” (formerly SFAS No. 123(R)) (“Non-GAAP Operating Income”). The Company’s Non-GAAP
Operating Income as derived from the Company’s audited GAAP financial statements for 2010 shall
determine the level of achievement against the Profitability Target for purposes of this Plan.
The Committee has also set a threshold profitability target for 2010 at 75% of the Profitability
Target, for the award of 50% of the Profitability Cash Payment (the “Profitability Threshold”). If
the Company’s Non-GAAP Operating Income is less than the Profitability Threshold, a Participant
will not receive any portion of his or her Profitability Cash Payment (unless otherwise determined
by the Committee). For the achievement of each additional 1% above the Profitability Threshold, the
Participant shall be entitled to an additional 2% of his or her Profitability Cash Payment.



The actual Profitability Cash Payment to be made to Participants hereunder for 2010 shall be made
at the discretion of the Committee. If a Participant does not receive a Profitability Cash
Payment, he or she may still be eligible to receive all or a portion of the Revenue Cash Payment,
as described more fully above, and/or the Individual Cash Payment, as described more fully below.




Individual Cash Payment



The Committee has set the Individual Targets for the Participants, based on the achievement of
certain individual performance objectives. For the Chief Executive Officer, the Individual Target
shall be set by the Committee. For the Participants, other than the Chief Executive Officer, the
Individual Targets shall be set by the Committee based upon recommendations made by the Chief
Executive Officer. An Individual Cash Payment may be awarded to a Participant based on the
achievement of his or her Individual Targets or other criteria determined by the Committee.



The actual Individual Cash Payments to be made to Participants for 2010 shall be shall be
determined as follows:





	 	•	 	For the Chief Executive Officer, the Committee shall determine if the Individual Targets
have been achieved and shall determine the amount of the Individual Cash Payment; and




 









 






	 	•	 	For the Participants other than the Chief Executive Officer, the Committee, based on
input from the Chief Executive Officer, shall determine if the Individual Targets have been
achieved by each other Participant and shall determine the amount of the Individual Cash
Payments for each other Participant.




If a Participant does not receive a Individual Cash Payment, he or she may still be eligible to
receive all or a portion of the Revenue Cash Payment and/or the Profitability Cash Payment, as
outlined above. There is no maximum Individual Cash Payment under the Plan.




Miscellaneous Provisions



If any of the Company’s financial statements are required to be restated resulting from errors,
omissions or fraud, the Committee may (in its sole discretion, but acting in good faith) direct
that the Company recover all or a portion of a Cash Payment under this Plan if the financial
results of the Company for the year ended December 31, 2010 are negatively affected by such
restatement. The amount to be recovered from the Participant shall be the amount by which a Cash
Payment exceeded the amount that would have been payable to the Participant had the financial
statements been initially filed as restated, or any greater or lesser amount (including, but not
limited to, the Cash Payment) that the Committee shall determine. In no event shall the amount to
be recovered by the Company be less than the amount required to be repaid or recovered as a matter
of law. The Committee shall determine whether the Company shall effect any such recovery (i) by
seeking repayment from the Participant, (ii) by reducing (subject to applicable law and the terms
and conditions of the applicable plan, program or arrangement) the amount that would otherwise be
payable to the Participant under any compensatory plan, program or arrangement maintained by the
Company or any of its affiliates, (iii) by withholding payment of future increases in compensation
(including the payment of any discretionary bonus amount) or grants of compensatory awards that
would otherwise have been made in accordance with the Company’s otherwise applicable compensation
practices, or (iv) by any combination of the foregoing.



Cash Payments under this Plan shall be made on such schedule as may be approved by the Committee in
its discretion.



Participation in the Plan shall not alter in any way the at will nature of the Company’s employment
of a Participant, and such employment may be terminated at any time for any reason, with or without
cause and with or without prior notice.



The Board of Directors or the Committee may amend or terminate this Plan at any time. Further, the
Board of Directors or the Committee may modify the Revenue Targets, the Profitability Target, the
Individual Targets, the Cash Payment Target Amounts and/or the Revenue, Profitability and/or
Individual Cash Payment Amounts at any time.



The Plan shall be interpreted in accordance with Delaware law without reference to conflicts of law
principles.