Account Executive







EXHIBIT 10.1






 



 



 



Internet Security Systems, Inc.







[YEAR] ISS Executive 



Incentive Plan







 



[Approval Date]







I.          PURPOSE



This Executive Incentive Plan (the "Plan") sets forth the Company's policies governing compensation effective January 1, [YEAR] through December 31, [YEAR] or until such time as the Plan is amended in writing.  Your individual base salary level and quarterly and annual incentive targets are reflected on the attached Individual Compensation Opportunity Statement.






In order to receive incentive compensation payments under this Plan, you must sign and return a copy of this Plan to the VP, Human Resources.  Further, you must be employed through the end of a performance period to qualify for an incentive payment for that period (quarterly or annual).












II.        OBJECTIVES



        The objectives of the Executive Incentive Plan are to reward you for: 













	Executing our  plan in accordance with corporate revenue, profitability and operational goals
	Representing ISS' best interests in all business relationships 
	Contributing to the successful development and achievement of ISS' strategic goals and objectives
	Working with other key members of the management team in clarifying and communicating a winning market and product strategy and translating this strategy into clear market plans
	Developing a corporate culture based upon performance, integrity, compassion and ISS core values 










III.      RESPONSIBILITIES









        Your responsibilities in keeping with the objectives stated above are to:













	Represent yourself and ISS at all times in the most ethical and professional manner
	Lead your individual unit with integrity and in accordance with ISS core values
	Take full responsibility to execute company plans and meet performance objectives 







established in accordance with our strategic imperatives.
















	Meet or exceed performance targets as set forth in this Plan 
	Manage expenses associated with your activities wisely, prudently and in accordance with the company's expense policies  
	Ensure that your behavior and leadership continually perpetuate the GO ISS culture













 



IV.INCENTIVE COMPENSATION PLAN 




Your variable compensation opportunity will be made up of Quarterly and Annual Incentive Opportunities as outlined in the Individual Compensation Opportunity Statement furnished to you.   












V.    PAYMENTS



Incentive Payments will be made quarterly within 30 days from ISS announced earnings and performance. All payments will be made for achievement against the [YEAR] ISS measures and approved by the Compensation Committee of the Board of Directors.












VI.QUARTERLY INCENTIVE PLAN MEASURES



The quarterly incentive plan measures for Corporate Executives are:
















	ISS consolidated quarterly revenue
	Quarterly earnings per share (non-GAAP, as adjusted)
	Days Sales Outstanding at end of quarter










The quarterly incentive plan measures for Theatre Heads are:  
















	Theatre product quarterly revenue
	Theatre total quarterly revenue
	Theatre quarterly contribution margin
	Theatre Days Sales Outstanding at end of quarter










The relative weighting among the incentive plan measures is provided in the Individual Compensation Opportunity Statement furnished to you.












VII.ANNUAL INCENTIVE MEASURES



The annual incentive plan measures for Corporate Executives are:  
















	ISS consolidated annual revenue
	Annual earnings per share (non-GAAP, as adjusted)










The annual incentive plan measures for Theatre Heads are:  
















	Theatre total annual revenue
	Theatre annual contribution margin










The relative weighting among the incentive plan measures is provided in the Individual Compensation Opportunity Statement furnished to you.






In addition to the above quarterly and annual incentives, Corporate Executives and Theatre Heads may be eligible to participate in an additional bonus opportunity that is contingent upon the achievement of extraordinary annual revenue growth for the [YEAR] fiscal year.  The incentive opportunity is stated in the Individual Compensation Opportunity Statement furnished to you if applicable.












VIII.    GENERAL PROVISIONS



Modification of the Plan






ISS reserves the right to modify this Plan as deemed necessary by the Compensation Committee of the Board of Directors.   







Final Authority on Disputes






Final authority for issues not specifically addressed in this Plan, and for all matters of administration of the Plan shall be decided by the Compensation Committee of the Board of Directors.






Right to Terminate






Nothing in this Plan shall be construed to imply a contract of employment between ISS and you.  ISS reserves the right to terminate your employment or participation in this Plan at any time with or without cause. Should you terminate employment, either voluntarily or involuntarily, then all incentive payments/commissions under this Plan not yet earned, as defined in the Plan, shall be forfeited.  






Governing Law






This Plan shall be governed by and construed in accordance with the laws of the State of Georgia.







 









IX.FORM OF - 







[YEAR] INDIVIDUAL COMPENSATION OPPORTUNITY STATEMENT






Participant:






Title:







	Quarterly and Annual Metrics for Corporate Executives and Theatre Heads.  

	The total incentive opportunity will be split between quarterly and annual components as follows:

	


Participant
	


Quarterly 
	


Annual

	


Corporate Executives
	 	 
	


Theatre Heads
	 	 














	The quarterly incentive plan measures for Corporate Executives are allocated among the following performance metrics:





	


Measure
	


Description
	


Weight

	


Quarterly Revenue
	


ISS Revenue   
	 
	


Profitability
	


Earnings Per Share 
	 
	


DSO
	


Days Sales Outstanding
	 













	The quarterly incentive plan measures for Theatre Heads are allocated among the following performance metrics:  




	


Measure
	


Description
	


Weight

	


Theatre Product Revenue
	


Total quarterly revenues from software licenses and products   
	 
	


Theatre Total Revenue
	


Total quarterly revenues from products, subscriptions and services 
	

	


Contribution Margin 
	


Measured as the percentage of (theatre operating revenues minus theatre operating expenses) to theatre operating revenues
	 
	


Theatre DSO
	


Days Sales Outstanding  
	 














	The annual incentive plan measures for Corporate Executives are allocated among the following performance metrics:  





	


Measure
	


Description
	


Weight

	


Annual Revenue
	


ISS Revenue 
	 
	


Annual Profitability
	


Earnings per Share 
	 













	The annual incentive plan measures for Theatre Heads are allocated among the following performance metrics:  





	


Measure
	


Description
	


Weight

	


Annual Revenue
	


Theatre Revenues
	 
	


Annual Profitability
	


Contribution Margin
	 













	Incentive weights and specific Q1 and [YEAR] annual targets for the measures were approved by the Compensation Committee on [DATE]. Specific targets for subsequent quarters, any changes to the [YEAR] annual targets, and calculations for payment of quarterly and annual incentive compensation are subject to approval of the Compensation Committee of the Board of Directors. Its decisions are final. 




	Your Individual Compensation.


	


Annual Base Salary As of  January 1, [YEAR]:
	


$

	 	 
	


Quarterly Incentive Opportunity for [YEAR]:
	 
	


Q1 
	


$ 

	


Q2 
	


$

	


Q3 
	


$

	


Q4 
	


$ 

	





[YEAR] Total Quarterly Opportunity
	






$

	 	 
	





[YEAR] Annual Incentive Plan Opportunity
	






$

	 	 
	





[YEAR] Total Cash Compensation Opportunity
	






$

	 	 
	





Additional Bonus Opportunity (Contingent upon achieving stated ISS [YEAR] Consolidated Revenues)
	






 



 



$

	 	 
	





Long-Term Incentives:









	Stock Options Granted in [DATE]







	 
	 	 










 



In order to receive incentive compensation payments under this Plan, you must sign and return the original to the VP Human Resources.  Please retain a copy for your records.  




ACCEPTED:







Participant's Name: _______________________________







Signature: ____________________________










Date: ________________________________