Exhibit 10.14
 
 FY11 Sales Compensation Plan
 Name:
    
    Kevin Mosher
    
    On Quota Date:
    
    5/1/2010Title:
    
    Senior Vice President, Worldwide Field Operations
    
    Manager:
    
    Tom Reilly
 Revenue Target
 Revenue Commissions
    
    Q1
    
    
    Q2
    
    
    Q3
    
    
    Q40 - ≤90%
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0>90 - ≤95%
    
    $
    250
    
    
    $
    250
    
    
    $
    250
    
    
    $
    250>95 - ≤100%
    
    $
    1,250
    
    
    $
    1,250
    
    
    $
    1,250
    
    
    $
    1,250>100 - ≤105%
    
    $
    3,000
    
    
    $
    3,000
    
    
    $
    3,000
    
    
    $
    3,000>105%
    
    $
    6,000
    
    
    $
    6,000
    
    
    $
    6,000
    
    
    $
    6,000
 Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    FY11Quarterly Revenue Bonus
    
    $
    10,000
    
    
    $
    10,000
    
    
    $
    10,000
    
    
    $
    10,000
    
    
    $
    40,000
 Margin Contribution Bonus
    
    Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4100%
    
    $
    10,000
    
    
    $
    10,000
    
    
    $
    10,000
    
    
    $
    10,000>100 - ≤105%
    
    $
    23,000
    
    
    $
    23,000
    
    
    $
    23,000
    
    
    $
    23,000>105 - ≤115%
    
    $
    35,000
    
    
    $
    35,000
    
    
    $
    35,000
    
    
    $
    35,000>115%
    
    $
    40,000
    
    
    $
    40,000
    
    
    $
    40,000
    
    
    $
    40,000
 Target Earnings
    
    Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    FY11Salary
    
    $
    75,000
    
    
    $
    75,000
    
    
    $
    75,000
    
    
    $
    75,000
    
    
    $
    300,000Revenue Commission
    
    $
    30,000
    
    
    $
    30,000
    
    
    $
    30,000
    
    
    $
    30,000
    
    
    $
    120,000Quarterly Revenue Bonus
    
    $
    10,000
    
    
    $
    10,000
    
    
    $
    10,000
    
    
    $
    10,000
    
    
    $
    40,000Margin Contribution Bonus
    
    $
    10,000
    
    
    $
    10,000
    
    
    $
    10,000
    
    
    $
    10,000
    
    
    $
    40,000Total Compensation
    
    $
    125,000
    
    
    $
    125,000
    
    
    $
    125,000
    
    
    $
    125,000
    
    
    $
    500,000
 % of TargetEarnings Above Quota
    
    100%
    
    
    105%
    
    
    110%
    
    
    115%Salary
    
    $
    300,000
    
    
    $
    300,000
    
    
    $
    300,000
    
    
    $
    300,000Revenue Commission
    
    $
    120,000
    
    
    $
    180,000
    
    
    $
    300,000
    
    
    $
    420,000Quarterly Revenue Bonus
    
    $
    40,000
    
    
    $
    40,000
    
    
    $
    40,000
    
    
    $
    40,000Margin Contribution Bonus
    
    $
    40,000
    
    
    $
    92,000
    
    
    $
    140,000
    
    
    $
    140,000Total Compensation
    
    $
    500,000
    
    
    $
    612,000
    
    
    $
    780,000
    
    
    $
    900,000




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ArcSight FY11 Sales Compensation Plan
 EXHIBIT A  Specific Terms and Conditions
 Senior Vice President, Field Operations
 CALCULATION OF COMMISSIONS 1
 I.
    
    Revenue Commissions:Revenue Commissions are calculated based on achievement by the
Company of the quarterly Revenue target specified in the Companys fiscal 2011 internal
operating plan (Revenue Target). The Commissions for each percentage of achievement of the
Revenue Target are calculated as follows:
 
    
    provided that actual Revenues exceed 90% of the Revenue Target for the quarter, $250
multiplied by the percentage of Revenue Target achieved up to 95%; plus
    
    $1,250 multiplied by the percentage of Revenue Target achieved in excess of 95% up to
100%; plus
    
    $3,000 multiplied by the percentage of Revenue Target achieved in excess of 100% up to
105%; plus
    
    $6,000 multiplied by the percentage of Revenue Target achieved in excess of 105%,
  Quarterly Revenue Bonus
 
 1
    
    The calculation of Commissions described in
this Exhibit A is qualified in its entirety by the terms and conditions of
Exhibit B.




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Margin Contribution Bonus :
 Stock in Lieu of Cash




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ArcSight FY11 Sales Compensation Plan
 EXHIBIT B  General Terms and Conditions
 OBJECTIVES
  
    
    Increase sales for the Companys services and products.
    
    Reward consistent achievement and over plan performance on a quarterly basis.
    
    Reward sales personnel for their contribution to the achievement of Company objectives.
    
    Attract and retain an effective sales team.
 DEFINITIONS
 1.
    
    Commissions Opportunity for compensation in addition to the base salary.
Commissions for software and appliances (Products), maintenance and support
(Maintenance) and professional services (Services) are based on Revenues recognized by
the Company for such Products, Maintenance and Services.2.
    
    Sales Contract Comprehensive set of legally binding documents and required approvals
and signatures associated with each Booking, generally an end user license agreement signed
by ArcSight and the customer (or, in the case of shrinkwrap agreements, agreed to by the
customer) or a flow-down agreement between the reseller and the customer. Sales Contracts
typically include the following items:
 a.
    
    Software License and/or Appliance Revenues  Revenues associated with
licensing of software products and/or sale of appliance products.b.
    
    Service Revenues  Revenues associated with sale of consulting and
installation projects that are normally billed as time and materials. Expenses
incurred in the performance of Services are billed to the customer. These expenses
are not counted towards Booking Value for the purpose of calculating Commissions.c.
    
    Maintenance Revenues  Revenues associated with Maintenance.d.
    
    Revenues  Software License and/or Appliance Revenues, Services
Revenues and Maintenance Revenues.
 3.
    
    Plan Year FY11 (May 1, 2010  April 30, 2011)
 A.
    
    COMMISSION VESTING AND PAYMENTS




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ADDITIONAL TERMS
 1.
    
    Payout.Commissions are payable at the end of each month for all Revenues from the
prior month.2.
    
    Termination of Employment.Upon termination of employment, a Plan participant will be
paid only Commissions earned (as described above under Commission Vesting and Payments)
for Revenues recognized by the Company through the date of termination. No Commissions
will be paid for Revenues recognized by the Company after the date of termination.
Commissions that are earned at the time of termination will be paid no later than the last
day of the month following the month in which the termination becomes effective.3.
    
    Dispute Resolution.Disagreements or disputes between ArcSight and any Plan
participant arising out of or relating to interpretation or implementation of this Plan,
calculation of Commissions shall be submitted to ArcSights CFO and CEO, acting together,
for resolution. The CFO and CEO, acting together, shall decide the issue in their sole
discretion. Such decision will be final and binding.4.
    
    Modifications.The Company can modify Exhibit A and Exhibit B of this Plan upon 20
days written notice to applicable sales team members.5.
    
    Reconciliation of Negative Commission Balances.If a payment by the Company results in
a negative Commission balance, the negative balance will carry forward and will be offset
against future earned Commissions until the negative balance is eliminated.In the event that a negative balance exists upon termination, (i) such a balance constitutes
a debt to ArcSight for which the Plan participant remains fully responsible to repay; (ii)
ArcSight will deduct the balance from the Plan participants final paycheck to the extent
allowed by law; and (iii) if the deduction from the final paycheck is insufficient to cover
the balance, the Plan participant will be responsible to pay back any remaining balance to
ArcSight.6.
    
    Ethical and Legal Standards.
 1.
    
    No employee may pay, offer to pay or give any of their incentive compensation
or anything else of value to any reseller, agent, customer or representative of the
customer or any other person as an inducement or reward for assistance in obtaining a
sale or retaining a customer relationship.2.
    
    Gifts and entertainment above a nominal amount shall not be given to customers,
agents or representatives except in accordance with ArcSights Travel, Entertainment
and General Expense Policy, the Code of Business Conduct and Ethics, the Legal
Compliance Policy, the Policy Regarding Improper Influence of Foreign Officials and the
Policy and Rules of Conduct for Doing Business with the Government.




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3.
    
    No ArcSight employee shall enter into any understanding, agreement, plan or
scheme, express or implied, formal or informal, with any competitor in regard to
prices, terms, or conditions of sales, distribution, territories or customers, nor
engage in any other conduct which may violate any of the antitrust and/or trade
regulation and/or practices.4.
    
    Sales personnel are bound by and must comply at all times with ArcSights
policies and procedures for entering into business arrangements with customers,
vendors, and other third parties. ArcSight contracts with customers and other parties
through formal, written agreements. No ArcSight employee shall enter into a side
agreement with any third parties, including customers and vendors.5.
    
    Eligibility for Commissions is conditioned upon full adherence by Plan
participants with ArcSights policies and procedures regarding conflicts of interest
and ethical and legal standards. Any failure to comply with such policies and laws
will result in the denial or recovery of a Commission, and will subject the salesperson
to further disciplinary action, up to and including termination.
 7.
    
    No Effect on Employment.This Plan is not intended to and does not in any way alter
the at-will nature of U.S. salespersons employment with ArcSight or the employment
agreements in effect outside the U.S., nor does it constitute a guarantee of employment
for a specified period. Employment with ArcSight in the U.S. is at will, which means that
either the salesperson or ArcSight may terminate the employment relationship at any time,
with or without cause or prior notice.8.
    
    Confidentiality.This Plan is deemed confidential information of the Company to the
fullest extent allowed by law.9.
    
    Entire Agreement; Effective Date.This Plan constitutes the entire agreement between
ArcSight and the Plan participant identified herein with respect to the subject matter
hereof, and it supersedes all prior negotiations and agreements, whether written or oral,
relating to such subject matter. This Plan is effective from the later of May 1, 2010 or a
Plan participants start date and will apply only to Commissions relating to Revenues that
occur during the Plan Year. ArcSight will have no obligation to pay any Commissions for
Revenues that are not earned by April 30, 2011.