exv10w10






Exhibit 10.10




LoopNet, Inc.

2009 Bonus Plan




1. Purpose



The LoopNet, Inc. 2009 Bonus Plan (the “Plan”) is intended to: (i) enhance stockholder value by
promoting strong linkages between employee contributions and company performance; (ii) support
achievement of the business objectives of LoopNet, Inc. (the “Company”); and (iii) promote
retention of participating employees.




2. Effective Date



The Plan is effective for the Company’s 2009 fiscal year beginning January 1, 2009 through December
31, 2009 (the “Plan Year”). The Plan is limited in time and will expire automatically on December
31, 2009 (the “Expiration Date”). The Plan also supersedes all prior bonus or commission incentive
plans with respect to the eligible employees (as set forth in Section 4) or any written or verbal
representations regarding the subject matter of the Plan.




3. Administration





	(a)	 	The Plan shall be administered by the Compensation Committee of the Board of Directors of the
Company (the “Compensation Committee”). The Compensation Committee shall have all powers and
discretion necessary or appropriate to administer the Plan and to control its operation,
including, but not limited to, the power to (i) determine which employees are eligible to
participate in the Plan, (ii) prescribe the terms and conditions of the Plan bonuses hereunder
(as further defined in Section 6 below, the “Bonuses”), (iii) determine the extent of the
achievement of the Bonuses, (iv) adopt rules for the administration, interpretation and
application of the Plan as are consistent therewith, and (v) interpret, amend or revoke any
such rules. The Company’s Chief Executive Officer will be responsible for implementing the
Plan.
	 
	(b)	 	All determinations and decisions made by the Compensation Committee, the Board, and any
delegate of the Compensation Committee pursuant to the provisions of the Plan shall be final,
conclusive, and binding on all persons, and shall be given the maximum deference permitted by
law.
	 
	(c)	 	The Compensation Committee, in its sole discretion and on such terms and conditions as it may
provide, may delegate all or part of its authority and powers under the Plan to one or more
directors and/or officers of the Company.
	 
	(d)	 	The Company shall provide a copy of the Plan to each Participant (as defined in Section 4
below) and will communicate individually with each Participant regarding his or her level of
participation in the Plan.




 









 











4. Eligibility



Each of the Chief Executive Officer, President and Chief Operating Officer, Chief Financial
Officer, Chief Strategy Officer and Chief Technology Officer, or other employee designated by the
Compensation Committee of the Company may be eligible to participate in this Plan, provided he or
she is designated by the Compensation Committee as a participant and the Compensation Committee has
not, in its sole discretion, withdrawn such designation (a “Participant”) and he or she meets all
the following conditions:





	(a)	 	is a full-time regular employee of the Company as of the last day of the Plan Year;
	 
	(b)	 	has not entered into an agreement relating to termination of his or her employment with the
Company (other than an employment agreement or offer letter, change of control agreement, or
equity compensation agreement that provides for certain benefits in connection with the
Participant’s future termination of employment); and
	 
	(c)	 	is not subject to disciplinary actions, is in good standing with the Company and is not
subject to a performance improvement plan.





5. Performance Measures



In general, Bonuses will be based upon the achievement of a combination of financial metrics, such
as revenue; earnings before interest, taxes, depreciation, amortization and stock based
compensation (“adjusted EBITDA”); net income; and business objectives, including without limitation
individual performance objectives (each type of performance objective, a “Performance Objective”).
Revenue and net income shall be measured in accordance with generally accepted accounting
principles. The Compensation Committee will determine the target Performance Objectives, and
Participants will be provided with a summary of the target Performance Objectives.




6. Bonus Metrics





	(a)	 	Each Participant will be eligible for payment of a Bonus equal to a percentage of
Participant’s Base Salary (as defined below) (“Bonus Percentage”) based primarily on the level
of achievement of the Performance Objectives.
	 
	(b)	 	Base salary is the Participant’s base salary actually paid to the Participant for the Plan
Year (“Base Salary”); provided that if a Participant has a paid leave of absence of any length
during the Plan Year, the salary paid to the Participant during such leave of absence will not
be included in Base Salary. Nothing in the Plan, or arising as a result of a Participant’s
participation in the Plan, shall prevent the Company from changing a Participant’s Base Salary
at any time based on such factors as the Company shall in its discretion determine
appropriate.
	 
	(c)	 	Bonus Percentages are a percentage of Base Salary determined by the Compensation Committee
according to such factors as the Compensation Committee, in its sole discretion, deems
appropriate, including achievement of the Performance Objectives at target or at a level above
target, individual Participant performance, competitive market data and historical Company
compensation. Bonus Percentages for the Participants are as follows:




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	 	•	 	Chief Executive Officer: 30% of Base Salary at target achievement of the
Performance Objectives, up to 80% of Base Salary
	 
	 	•	 	President and Chief Operating Officer: 30% of Base Salary at target achievement of
the Performance Objectives, up to 80% of Base Salary
	 
	 	•	 	Chief Financial Officer: 30% of Base Salary at target achievement of the
Performance Objectives, up to 60% of Base Salary
	 
	 	•	 	Chief Strategy Officer and Chief Technology Officer: 25% of Base Salary at target
achievement of the Performance Objectives, up to 50% of Base Salary






	(d)	 	Notwithstanding anything to the contrary contained herein, the Compensation Committee has the
discretion to determine to pay less than the full amount (including to pay zero percent) of
the Bonus to which any Participant would otherwise be entitled, which determination shall be
based upon such factors as the Compensation Committee determines appropriate (including
without limitation as a result of the Company’s or a Participant’s failing to achieve one or
more objectives with respect to the Plan Year, as a result of which it would be against the
best interests of the Company and its stockholders to pay all or any portion of such Bonus).
	 
	(e)	 	Bonuses shall be unsecured, unfunded obligations of the Company. All Bonuses shall be paid
in cash from the general assets of the Company. To the extent they have any rights under the
Plan, Participants’ rights shall be those of general unsecured creditors of the Company.
	 
	(d)	 	In the event Participant’s employment with the Company terminates for any reason prior to the
last day of the Plan Year, including without limitation as a result of a Participant’s death,
his or her participation in the Plan will cease and the Participant shall be entitled to no
payment under this Plan.





7. Timing and Form of Payment of Bonuses



Subject to the terms and conditions of the Plan, Bonuses shall be paid as soon as practicable after
completion of the Company year-end audit for the Plan Year; provided however that any amount of
Bonus earned with respect to the Plan Year shall be paid on or before March 15, 2010.




8. Plan Changes; No Entitlement



The Compensation Committee may at any time amend, suspend, or terminate the Plan, including may
amend any aspect of the Bonuses and may amend the Plan so as to ensure that no amount paid or to be
paid hereunder shall be subject to the provision of Internal Revenue Code Section 409A(a)(1)(B).
Nothing in the Plan is intended to create an entitlement to any employee for any incentive payment
hereunder.




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9. General Provisions





	(a)	 	Tax Withholding. The Company shall withhold all applicable taxes from any Bonus,
including any federal, state and local taxes.
	 
	(b)	 	No Effect on Employment or Service. Nothing in the Plan shall interfere with or
limit in any way the right of the Company to terminate a Participant’s employment or service
at any time, with or without cause. Employment with the Company is on an at-will basis only.
The Company expressly reserves the right, which may be exercised at any time, to terminate any
individual’s employment with or without cause without regard to the effect it might have upon
him or her as a Participant under this Plan.
	 
	(c)	 	Nontransferability of Awards. No award granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, or
by the laws of descent and distribution. All rights with respect to an award granted to a
Participant shall be available during his or her lifetime only to the Participant.
	 
	(d)	 	Severability. In the event any provision of the Plan shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the remaining parts of
the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.
	 
	(e)	 	Governing Law. The Plan and all awards shall be construed in accordance with and
governed by the laws of the State of California, but without regard to its conflict of law
provisions.
	 
	(f)	 	Entire Agreement. The Plan, and any resolutions of the Compensation Committee of the
Board adopting the Plan, is the entire understanding between the Company and the employee
regarding the subject matter of the Plan and supersedes all prior bonus or commission
incentive plans, or employment contracts whether with the Company or any written or verbal
representations regarding the subject matter of the Plan. Participation in the Plan during
the Plan Year will not convey any entitlement to participate in this or future plans or to the
same or similar bonus benefits. Payments under the Plan are an extraordinary item of
compensation that is outside the normal or expected compensation for the purpose of
calculating any extra benefits, termination, severance, redundancy, end-of-service premiums,
bonuses, long-service awards, overtime premiums, pension or retirement benefits or other
similar payment.






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