Exhibit
10.2


PHASE
FORWARD INCORPORATED


2007

Global Sales Executive Incentive

Compensation Plan


Effective
Date January 1, 2007













 


Phase
Forward

2007 Global Sales Executive

 Incentive
Compensation Plan

Effective:   January 1, 2007






1)             Purpose:


The Phase Forward Incorporated 2007 Global Sales
Executive Incentive Compensation Plan is established to incent and reward the
Participant to achieve certain Company sales and financial goals. The base
salary and incentive opportunity outlined in this plan is intended to reward
the Participant with total cash compensation that is equal to or above what is
paid for similar positions by similar companies upon achievement of the
expected level of performance.


2)             Effective Date:


This plan is effective on January 1, 2076 and applies to all contracts
entered into between January 1, 2007 and December 31, 2007 and supersedes all
plans and terms previously in effect.


3)             Participation:


Global Sales Executives who are eligible to participate will receive a
plan document with a personalized schedule as Attachment A.


4)             Definitions:


(a) Base Salary

The Participant’s base salary is a
fixed amount that is determined by the Management Development and Compensation
Committee who will take into consideration the competitive market, qualifications
for the position, and past performance. 
The base salary is paid in accordance with the company’s normal payroll
practices.  No other “annual reviews” or
other salary adjustments will occur for participants during the course of the
fiscal year.


(b) Bookings

An Order is defined as a firm legal
commitment for the value (amount), net of pass-through items and net of
royalty/ 3rd party items recorded (booked) in the backlog
of the company for the delivery of software, service, support or product with
specified delivery dates, signed by both parties and received at the companies
headquarters.


(c) Bonus Eligible Orders

These are Orders that are accepted
by the company, net of pass-through items and net of royalty/ 3rd party product
payments, in the following categories:


·                  Software licenses: software fees or usage fees relating to
any Phase Forward products.


·                  Services:


·                  ASP Services: study preparation, eCRF design, server hosting, CDD
formatting, provisioning, site assessment, custom reports.


·                  Consulting Services:  project
management, training, integration services, custom reports.


·                  Customer Support:


·                  Maintenance and customer support agreements for software transactions.


·                  Server hosting, help desk.



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(d)
Accrued Bonus

For Orders that are fixed in nature, a bonus is accrued upon acceptance of an
Order by the company. For Orders that are variable in nature, such as estimated
usage fees or future service commitments, bonus is accrued at the time the
Order becomes fixed (as usage occurs or committed amount is fixed and
determinable).


(e)
Pass-Through Items

Products, services, hardware and associated items provided and/or sold at cost
or with minimal markup.    Pass-through
items are not compensated for under the plan. Service fees associated with pass
through items are eligible for compensation.


(f)
Negative Booking

A Negative Booking is a change to an Order, which results in the reduction of
the net amount of an Order, the reversal of previously recognized revenue, the
uncollectability of an account receivable related to previously recognized
revenue, or an indication of hold status or suspension for a period greater
than (six) 6 months. Bonuses paid that subsequently have events which result in
a negative booking will have a reversal in payment in the month or months
following the quarter they become a negative booking until full repayment is
achieved.  Negative bookings will be
reversed at the bonus amount that was applied at the time of the transaction,
and only for the original sales executive paid.


5)      Sales
Quota:


Annual and quarterly
quotas will be set for participants in this plan.


6)     Incentive Payments:


The payment schedule and
plan components are outlined on Attachment A.


7)    Termination:


Upon termination of employment, voluntary or
involuntary, the Participant will be paid the applicable base salary through
the agreed upon termination date.  Any
additional payments will be in accordance with the terms and conditions of any
Executive Agreement or Employment Agreement between the employee and the Company
(or a subsidiary) in effect at the time of termination. The Participant must
also return all company documents and property.


8)     Administration
and Other Matters:


Administration of this policy
will be the responsibility of the Vice President, Finance and the Vice
President, Human Resources of the company in consultation with the the CEO.
In the case of a dispute, interpretation of the terms, conditions, goals, or
payments from this plan will be made solely by the Vice President of Human
Resources after a full review of the facts, input from affected parties, and
appreciation of the overall intent of the Plan. The decision of company management on all matters under this policy will
be final, and the company reserves the right to amend, modify, or terminate
this policy at any time without notice. Any change will be made in
writing as far in advance as possible, of the effective date of such change. In addition the company reserves the right to
make adjustments to the policy in its sole discretion in specific instances
based on unusual or special circumstances.


If any term or condition of this Plan is found to be
in non-conformance with a given state, federal, or country law, that term or
condition will be non-enforceable but will not negate other terms and
conditions of the Plan.  However, Phase
Forward Incorporated will review and modify the overall plan to conform to such
law.


Eligibility and participation in this Plan in no way
infers or reflects any guarantee of a contract of employment.  Except as expressly set forth in any employee’s
agreement signed by the company and 



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employee, all of the employees of the company are
employees “at will”. Participation in this plan does not confer any right to
continue in Phase Forward’s employ or limit the right of Phase Forward to
terminate the Participant at any time, with or without cause or notice.


Phase Forward Incorporated is an Equal Opportunity
Employer committed to a diverse workforce. 
The company will not discriminate on the basis of race, color, religion,
age, sexual orientation, national origin, physical or mental disability, or
veteran status.


9)     Extraordinary
Events:


Any event deemed extraordinary by the Vice President,
HR or the CEO, may result in, changes to the terms and conditions of the plan,
adjustments to quota, changes in the payment structure and other events up to
and including termination of this plan, and the creation of a new plan.  It should not be expected by the Participant
that events resulting in a revenue or bookings windfall would be counted in
determining performance as it relates to the goals and quota and any payments
resulting from this may be appropriately adjusted.


10)             Return of Excess
Distributions:


Notwithstanding any provision hereof to the contrary,
if the company restates its financial results for any period covered by this
Plan, the company will re-measure the achievement of performance targets using
the restated financial results. Following such recalculation, if the aggregate
amount of a previously paid bonus to a Participant identified on Attachment
A (a “Senior Participant”) exceeds the aggregate amount of his or her bonus
actually earned, such excess shall be deemed to constitute a “bonus overpayment”.
The company shall notify each Senior Participant of the amount of his or her
bonus overpayment as soon as reasonably practical. The amount of such bonus
overpayment shall be, at the company’s election, either (i) repaid to the
company by the Senior Participant within 30 days of receipt of the notice of
bonus overpayment or (ii) deducted from the Senior Participant’s future
compensation. The provisions of this section shall survive the termination or
expiration of this Plan.


I acknowledge that I have read this document,
including the Attachment A, and agree to the terms and conditions of the plan.


	
  

  	
   

  	
  Date 

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Printed Name

  	
   

  	
   

  



 



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Attachment
A


FY2007 Global Annual Bookings
Target - $[Redacted]

Steve Powell


	
  Base Salary:

  	
   

  	
  £170,000

  
	
  Target Bonus:

  	
   

  	
  £120,000

  
	
  TAE:

  	
   

  	
  £290,000

  



 


Compensation Plan


	
  50% Annual Bookings

  	
   

  	
  £60,000

  	
   

  	
  Paid Annually (Quarterly
  advance of annual target divided by 4, will be paid if 90% of YTD bookings
  target is met, true up will occur at year end)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  50% Phase Forward Profitability

  	
   

  	
  £60,000

  	
   

  	
  Paid Annually (In accordance
  with the Phase Forward 2007 Management Incentive Plan)

  



 


Payment
Schedule YTD Bookings Component


	
  Achievement %

  	
   

  	
  Payout %

  
	
  <80%

  	
   

  	
  0%

  
	
  >80% –100%

  	
   

  	
  50% + 2.5% for each % achieved

  
	
  >100% –125%

  	
   

  	
  5% of targeted bookings comp for each % achieved
  over 100%

  
	
  >125%

  	
   

  	
  3% for each % achieved over 125%

  



 


The maximum payout on
Bookings component is 300%.



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