2006 Management Incentive Plan



 EXHIBIT 10.11 
 

 
 2006 
 Management 
 Incentive 
 Plan 







 

 
 2006 Digital Insight Management Incentive Plan 

			
	 I. PLAN PURPOSE
	  	2
		
	 II. EFFECTIVE DATE
	  	2
		
	 III. ELIGIBILITY AND PARTICIPATION
	  	2
		
	 IV. DEFINITIONS
	  	3
		
	 V. PLAN STRUCTURE
	  	4
		
	 VI. PLAN AND DEPARTMENT FUNDING
	  	4
		
	 VII. BONUS PAYOUT, TIMING, & EXAMPLES
	  	5
		
	 VIII. DISCLAIMERS
	  	9
		
	 IX. ADMINISTRATION
	  	10

  


			
	2006 Digital Insight Management Incentive Plan	  	1

 CONFIDENTIAL – Any Financial Objectives in this document are strictly Company confidential 
 Effective 1/1/06 








 2006 Digital Insight Management Incentive Plan (the “Plan”) 
 I. PLAN PURPOSE 
 The Plan is designed to motivate, recognize, and
reward Participants for their contributions towards Digital Insight (the “Company”) meeting its annual Financial Objectives and strategic goals. 
 II. EFFECTIVE DATE 
 This plan is effective as of January 1, 2006 and will remain in effect through December 31,
2006 (the “Effective Period”), unless revoked or modified by the Chief Executive Officer (the “CEO”) and/or Board of Directors (the “BOD”). 
 The Plan does not renew automatically at the end of the Plan’s Effective Period. Its continuation, modification or cancellation is determined solely by the CEO and/or BOD. 
 III. ELIGIBILITY AND PARTICIPATION 
 All full-time employees in management roles may be considered for participation in the Plan. 
  

	 	•	 	For employees at the Senior Vice President or Executive Vice President level, participation will be determined by the CEO. 

  

	 	•	 	For employees below the Senior Vice President level, recommendations for participation will be reviewed by the Senior Vice President of the department and submitted to Human
Resources for review and approval. The Senior Vice President of Human Resources and/or the CEO will make the final decision regarding Plan participation. 

 For purposes of quarterly calculations, the employee’s participation in the Plan will begin on the first day of the first full fiscal quarter for which he or she is designated as a participant; for purposes of
annual calculations, the employees’ participation will begin on the first day of the first full fiscal month for which he or she is designated as a participant. At any time prior to October 1, 2006, a newly hired or newly promoted employee
may be designated a participant effective on the first day of the next calendar quarter. 
 Participants below the Senior Vice President level are eligible
for quarterly and annual bonus payouts. Senior Vice President and above are eligible for an annual bonus payout. 
 Participants who are on a quarterly bonus
schedule must maintain full-time active status for the entire quarter to be eligible for a payment when the bonus pool funds. Annual calculations will be prorated according to the calculation below. Quarterly calculations will not be prorated. If a
participant’s MIP Target percentage changes due to a management level change (higher or lower) during the quarter, the MIP Target percentage for his or her management level as of the last day of the calculation period will be used for the
applicable quarterly and annual calculations. 
 The annual calculations for an eligible employee who becomes a participant after January 1st, but no
later than September 30th, will be prorated. The pro-ration will be “n/12” of annual entitlement where “n” equals the number of full fiscal months the employee participated in the Plan during the Effective Period of the
Plan. 
  


			
	2006 Digital Insight Management Incentive Plan	  	2

 CONFIDENTIAL – Any Financial Objectives in this document are strictly Company confidential 
 Effective 1/1/06 








 An eligible employee whose performance has been documented as marginal or poor may be designated as ineligible or
partially eligible to participate for one or more quarters and for all or a portion of the annual calculation with approval from Human Resources and the Senior Vice President of the department. The individual will be advised in writing prior to
quarter-end of the reduced or eliminated participation status. 
 IV. DEFINITIONS 
 2006 Financial Objectives: The Board of Directors approved financial plan for 2006 includes two financial measures that drive Plan funding—Operating Income and Revenue. 
 Operating Income: For purposes of this Plan, Operating Income shall be defined by the Company’s Board of Directors in its reasonable, good faith discretion.

 Revenue: Revenue shall be equal to the “Total Revenue” amounts as presented in the Company’s periodic filings with the SEC.

 Base Salary: The wages paid to an employee each payroll period, without regard to performance. The base salary for the Plan Participant is
initially determined at the time of hire. Thereafter, increases or decreases in salary are determined at the sole discretion of authorized Company management. There is no promise or implied promise of salary increases. If salary is presented,
discussed or in any manner referred to as an annualized number, the annualized number does not imply or promise continued employment. Base Salary for Bonus Payout calculation purposes will be the Base Salary as of the last day of the calculation
period (e.g., last day of fiscal quarter.) 
 MIP Target: The bonus target for a Plan Participant during the Effective Period for the Plan, stated as
a percentage of his or her Base Salary, if the Company’s Financial Objectives and the Participant’s expected personal objectives are achieved. A Participant’s level in the organization determines the MIP Target. 
 MIP Bonus Range: The minimum and maximum bonus target for which a Plan Participant is eligible during the Effective Period for the Plan based on his or her
achievement of personal objectives, stated as percentages of his or her base salary (e.g., x% to y% of Base Salary), if the Company’s Financial Objectives are achieved. 
 Bonus Payout: The actual amount paid to an eligible employee under the Plan after adjustment for Company performance versus Financial Objectives, individual performance and the discretion of the Board of
Directors, the Compensation Committee of the Board of Directors, and/or CEO. Plan funding does not guarantee a Bonus Payout. 
  


			
	2006 Digital Insight Management Incentive Plan	  	3

 CONFIDENTIAL – Any Financial Objectives in this document are strictly Company confidential 
 Effective 1/1/06 








 V. PLAN STRUCTURE 
 The Plan contains two basic components that influence the individual Bonus Payout, if any. 
  

					
	 	  	 Company Financial Objectives
	  	 Personal Objectives

			
		  	 •      Operating Income
 •      Revenue
	  	Participant’s contribution to assigned goals aligned with the 2006 Corporate Goals as evaluated by the Participant’s manager.
	Description	  	The Company’s Financial Objectives for the Plan are established by the CEO, and approved by the Board of Directors. Achievement versus objective determines plan funding (see
below.)	  
			
		  		  	

 VI. PLAN AND DEPARTMENT FUNDING 
 (a) OVERALL PLAN FUNDING 
 Plan funding is driven by two financial measures: (1) Operating Income and
(2) Revenue. The bonus pool is funded based on achievement against the Financial Objectives approved and in accordance with the Plan’s bonus funding matrix (the “Matrix”.) 
 The Matrix was designed in accordance with the following principles: 
  

	 	•	 	At 100% achievement of the Company’s “plan” Financial Objectives, the bonus pool will be fully funded (100%). 

  

	 	•	 	A minimum performance level or threshold for bonus pool funding and payout has been established. If Company Operating Income achievement falls below 90% and/or Company Revenue
achievement is below 95%, the bonus pool funding will be zero. 

 (b) DEPARTMENT BONUS POOL FUNDING 
 Once the bonus pool funds based on the Company’s achievement against the established Financial Objectives, each department will receive a bonus pool for distribution
to eligible Plan Participants. 
 The total size of a department’s bonus pool is determined by two factors: 
  

	 	1.	The Company’s overall Operating Income and Revenue achievement versus the approved Financial Objectives. 

  

	 	2.	The number of eligible department Participants and their associated MIP Target. The addition of newly eligible employees during the Plan’s Effective Period and in accordance
with the eligibility guidelines will increase the size of the department’s bonus pool accordingly. 

  


			
	2006 Digital Insight Management Incentive Plan	  	4

 CONFIDENTIAL – Any Financial Objectives in this document are strictly Company confidential 
 Effective 1/1/06 








 The sum of the individual bonus payout recommendations within the department may not exceed the department’s
available funds for distribution without approval from the Senior Vice President of Human Resources and the CEO. All recommendations will be reviewed by and subject to the approval of the Senior Vice President of Human Resources and the CEO.

 VII. BONUS PAYOUT, TIMING, AND EXAMPLES 
 (a)
INDIVIDUAL BONUS PAYOUT 
 Individual Bonus Payouts are determined by four factors: 
  

	 	1.	Plan Payout Schedule: Percentage of the Participant’s annual bonus allocated per payout period. 

  

	 	2.	Company Performance: The bonus pool funds based on the Company’s achievement against the Financial Objectives. 

  

	 	3.	MIP Target: The target bonus payout as determined by the Participant’s position level (e.g., expressed as a percentage of the Participant’s base salary.)


  

	 	4.	Individual Performance: The manager’s evaluation of the Participant’s achievement against his or her assigned personal goals balanced against the manager’s
determination of how the Participant exemplified the Company’s stated values in achieving such goals. 

 1. Plan Payout Schedule 
 For the Senior Vice President level and above, the Plan Payout Schedule is annual at 100%. For Participants below
the Senior Vice President level, the Plan Payout Schedule below indicates the percentage of the Participant’s annual bonus allocated per payout period. 
 Plan Payout Schedule for Employees on a quarterly and annual bonus schedule: 
  

																
	 	  	1st Qtr	 	 	2nd Qtr	 	 	3rd Qtr	 	 	4th Qtr	 	 	Total	 
	 Quarterly
	  	10	%	 	20	%	 	20	%	 	30	%	 	80	%
	 Annual
	  			 			 			 	20	%	 	20	%
		  			 			 			 			 	 	 
		  			 			 			 			 	100	%

 2. Company Performance 
 As discussed in the Plan and Department Funding Section, Company performance against the Financial Objectives will affect available funds for bonus payouts. The Matrix
illustrates how the Plan will fund at various Operating Income and Revenue achievement levels versus the “plan” Financial Objectives. No individual bonus payouts will be made if the Company does not meet threshold performance levels for
both Operating Income (90%) and Revenue (95%) achievement. 
 3. and 4. MIP Target and Individual
Performance 
 Based on the Manager’s assessment of the Participant’s individual performance and the manner through which such results were
achieved, the actual Bonus Payout may be greater than or lower than the Participant’s MIP target (see MIP Bonus Range in the Definitions section.) The MIP Bonus Ranges by level are proposed amounts and are not guaranteed (see table next page.)
The actual percentage may be between the recommended ranges. After a Participant’s recommended Bonus Payout has been determined by his or her manager and reviewed by the Senior Vice President of the department, it shall be reviewed and approved
by the Senior Vice President of Human Resources and the CEO. The final Bonus Payout may be adjusted upwards or downwards at their sole discretion. 
  


			
	2006 Digital Insight Management Incentive Plan	  	5

 CONFIDENTIAL – Any Financial Objectives in this document are strictly Company confidential 
 Effective 1/1/06 








 MIP Targets and Bonus Ranges by Position Level 
  

																
	 	  	 	 	 	MIP Bonus Range Guidelines Based on
Individual Contribution	 
	 Position Level
	  	MIP Target	 	 	None	 	 	Some	 	 	Expected	 	 	Extraordinary	 
	 Manager
	  	15	%	 	0	%	 	10	%	 	15	%	 	20	%
	 Director
	  	20	%	 	0	%	 	15	%	 	20	%	 	25	%
	 Vice President
	  	30	%	 	0	%	 	20	%	 	30	%	 	40	%
	 Senior Vice President
	  	50	%	 	0	%	 	35	%	 	50	%	 	65	%
	 Executive Vice President
	  	70	%	 	0	%	 	55	%	 	70	%	 	85	%

 (b) BONUS PAYOUT TIMING 
 Quarterly bonus payouts for Q1, Q2, and Q3 will be calculated during the first 45 days following the end of the fiscal quarter based on the Participant’s Base Salary as of the last day of the quarter. The Q4
bonus payout will be calculated during the first 60 days following the end of the fiscal quarter. The BOD will approve the plan funding percentage based on the Company’s achievement of the Plan’s Financial Objectives. Annual bonus payouts
will be calculated during the first 15—30 days following the BOD approval meeting. 
 (c) SAMPLE QUARTERLY PLAN BONUS PAYOUT CALCULATIONS

 Example 1– Meet Company “Plan” Financial Objectives & Meet Individual Goals  
 Company Achieves 100% of Plan’s Financial Objectives. 
 Manager
is making an expected contribution to the achievement of his/her assigned personal goals. 
 Digital Insight Manager:
MIP target of 15% 
 Base salary as of 3/31/2006:    $80,000 
 Quarterly Allocation of Annual Bonus: 20% 
  

					
	 Bonus Component
	  	 Achievement
	  	 Calculation / Payout

	Company Financial Objectives	  	 Met 100% “plan” objectives for:
  
 • Operating Income
  
 • Revenue
	  	Bonus pool fully funded (100%)
			
	 Achievement against the
 Participant’s
individual
 assigned goals
	  	 Some contribution                  10%
 Expected contribution         15%
 Extraordinary contribution     20%
	  	15% x $80,000 x 20% x 100% funding
		
		  	TOTAL QUARTERLY PAYOUT         $2,400

  


			
	2006 Digital Insight Management Incentive Plan	  	6

 CONFIDENTIAL – Any Financial Objectives in this document are strictly Company confidential 
 Effective 1/1/06 








 Example 2 – Meet Company “Plan” Financial Objectives & Exceed Individual Goals 

 Company Achieves 100% of Plan’s Financial Objectives. 
 Manager is making an extraordinary contribution to the achievement of his/her assigned personal goals. 
 Digital Insight Manager: MIP target of 15% 
 Base salary as of 3/31/2006:     $80,000

 Quarterly Allocation of Annual Bonus: 20% 
  

					
	 Bonus Component
	  	 Achievement
	  	 Calculation / Payout

	Company Financial Objectives	  	 Met 100% “plan” objectives for:
  
 • Operating Income
  
 • Revenue
	  	Bonus pool fully funded (100%)
			
	 Achievement against the
 Participant’s
individual
 assigned goals
	  	 Some contribution                    10%
 Expected contribution               15%
 Extraordinary contribution   20%
	  	 20% x $80,000 x 20% x 100% funding

		
		  	TOTAL QUARTERLY PAYOUT         $3,200

 Example 3 – Exceed Company “Plan” Financial Objectives & Exceed Individual Goals
 
 Company Achieves 102% of Plan’s Financial Objectives. 
 Manager is making an extraordinary contribution to the achievement of his/her assigned personal goals. 
 Under this
example the Plan’s bonus pool funding increases by 10% allowing for individual bonus payouts to exceed their MIP bonus range, based on individual performance. 
 Digital Insight Manager: MIP target of 15% 
 Base salary as of 3/31/2006:     $80,000 
 Quarterly Allocation of Annual Bonus: 20% 
  

					
	 Bonus Component
	  	 Achievement
	  	 Calculation / Payout

	Company Financial Objectives	  	 Met 102% of “plan” objectives for:
  
 • Operating Income
  
 • Revenue
	  	 Bonus pool funding at 110%

			
	 Achievement against the
 Participant’s
individual
 assigned goals
	  	 Some contribution
                    10%
 Expected contribution
              15%
 Extraordinary contribution   20%
	  	 20% x $80,000 x 20% x 110% funding

		
		  	TOTAL QUARTERLY PAYOUT         $3,520

  


			
	2006 Digital Insight Management Incentive Plan	  	7

 CONFIDENTIAL – Any Financial Objectives in this document are strictly Company confidential 
 Effective 1/1/06 








 Example 4 – Below Company “Plan” Financial Objectives & Meet Individual Goals 

 Company Achieves 95% of Plan’s Financial Objectives. 
 Manager is making an expected contribution to the achievement of his/her assigned personal goals. 
 Under
this example the Plan’s bonus pool funding is at 75% of target. 
 Digital Insight Manager: MIP target of 15%

 Base salary as of 3/31/2006:    $80,000 
 Quarterly Allocation of Annual Bonus: 20% 
  

					
	 Bonus Component
	  	 Achievement
	  	 Calculation / Payout

	Company Financial Objectives	  	 Met 95% of “plan” objectives for:
  
 • Operating Income
  
 • Revenue
	  	 Bonus pool funding at 75%

			
	 Achievement against the
 Participant’s
individual
 assigned goals
	  	 Some contribution                   10%
 Expected contribution          15%
 Extraordinary contribution      20%
	  	 15% x $80,000 x 20% x 75% funding

		
		  	TOTAL QUARTERLY PAYOUT         $1,800

  


			
	2006 Digital Insight Management Incentive Plan	  	8

 CONFIDENTIAL – Any Financial Objectives in this document are strictly Company confidential 
 Effective 1/1/06 








 VIII. DISCLAIMERS 
 The CEO may approve exceptions or alternative awards as well as eliminate or reduce actual bonus payouts at the CEO’s sole discretion. Achievement of Company Financial Objectives and/or personal goals is not a guarantee of bonus
payout. 
 (a) CONDITIONS OF EMPLOYMENT 
 Participants are
subject to the same terms and conditions of employment as all Company employees, unless a written agreement, signed by the CEO, supersedes these standard terms and conditions. 
 Employment is on an at-will basis. Both the Company and the Participant have the right to terminate employment at any time, with or without notice, for any reason or for no reason. Modifications to the terms and
conditions must be defined in writing and signed by the CEO and the relevant employee, which states the intent of both to alter the relationship. 
 (b)
TERMINATION OF EMPLOYMENT 
 The Participant must be employed through the last day of the current quarter in the Plan’s Effective Dates to be
eligible to receive a bonus payout for that quarter. If employment terminates before the end of the current quarter as a result of the Participant’s voluntary resignation or as a result of an involuntary termination, the Participant will not be
eligible for a Bonus Payout. In addition, the Participant will not receive any pro-rata portion of the annual Bonus Payout. Subject to applicable state and federal law, Bonus Payments are subject to reduction by monies due from the Participant to
the Company. 
 If employment terminates as a result of death or disability, the pro-rata Bonus Payout will be paid to the Plan Participant, the Plan
Participant’s estate or the Plan Participant’s designated beneficiary, whichever is applicable. Subject to applicable state and federal law, Bonus Payments are subject to reduction by monies due from the Plan Participant to the Company.

 Calculation and payment of Bonus Payouts will be made at the regularly scheduled times as discussed in the individual bonus payout section of the Plan
document. 
  


			
	2006 Digital Insight Management Incentive Plan	  	9

 CONFIDENTIAL – Any Financial Objectives in this document are strictly Company confidential 
 Effective 1/1/06 








 IX. ADMINISTRATION 
 All payments are subject to applicable taxes and will be reported as earnings on the Participant’s year-end W-2 Form. 
 Participation in this program does not establish or imply any entitlement to continued employment. Employment remains on an at-will basis at all times. 
  



			
	2006 Digital Insight Management Incentive Plan	  	10

 CONFIDENTIAL – Any Financial Objectives in this document are strictly Company confidential 
 Effective 1/1/06