2006 Executive Officer Incentive Compensation Plan



 EXHIBIT 10.59 
 NOTE: Portions of this Exhibit are the subject of a Confidential Treatment Request by the Registrant to the Securities and Exchange Commission (the “Commission”). Such portions have been redacted and are marked with a
“[***]” in place of the redacted language. The redacted information has been filed separately with the Commission. 
 2006
EXECUTIVE OFFICER INCENTIVE COMPENSATION PLAN 
 The 2006 Executive Officer Incentive Compensation Plan is based on the achievement of defined goals as
approved by the Compensation Committee of the Board of Directors. These goals include Corporate goals and in some cases, may include goals that related directly to an individual’s area of responsibility. There is no discretionary component of
the Plan. 
 Participants and Incentive Compensation Targets 
  

							
	 Participant
	  	Incentive
Target as
% of Base
Salary	 	Bonus %
based on
Corporate
Goals	 	Bonus %
based on
Personal
Goals
	 Howard Birndorf
	  	  60%	 	100%	 	
	 David Ludvigson
	  	  50%	 	100%	 	
	 Larry Respess
	  	37.5%	 	100%	 	
	 Rob Saltmarsh
	  	37.5%	 	100%	 	
	 Graham Lidgard
	  	37.5%	 	  50%	 	50%

 Payment Calculation and Payment 
 Payments will be calculated based on achievement against each goal. Some goals will carry a potential achievement of 50% up to 150% depending on the actual performance versus the goal. If achievement is in between
minimum and maximum goals, the amount of bonus for that particular goal will be the linear calculation between the two points. 
 Payments will be made
annually in February after review and approval of the Compensation Committee, or as soon thereafter as administratively practicable, but in no event later than March 15, 2007. Payments may be made in cash, stock or a combination of the two at the
discretion of the Compensation Committee. To the extent payments are made in shares of stock, the stock will be issued from the Corporation’s stockholder-approved, amended and restated 1997 Stock Incentive Plan. 
 Corporate Goals 
 The Corporate Goals are specified below (in $,000
and excluding any impacts of Jurilab): 
  

									
	 Goal
	  	Goal
Weighting	 	 Minimum
Achievement
 (50%)
	 	 2006 Operating
Plan
 (100%)
	 	 Maximum
Achievement
 (150%)

	 Revenue
	  	35%	 	$[***]	 	$[***]	 	$[***]
	 EBITDA
	  	45%	 	$[***]	 	$[***]	 	$[***]
	 Strategic initiatives
	  	20%	 		 		 	
	 - Integration of acquisitions
	  		 		 		 	
	 - Completion of new initiatives as approved by BOD
	  		 		 		 	

 Incentive compensation for Howard Birndorf, David Ludvigson, Larry Respess and Rob Saltmarsh will be based 100% on
the above metrics. Graham Lidgard’s incentive compensation will be based 50% on the above goals and 50% based on goals related to product development milestones. 
 Calculation Methodology: 
 No credit will be
given if actual results fall below the Minimum Achievement levels above. A maximum award of 150% will be given if results meet or exceed the Maximum Achievement levels. If performance falls within the range of Minimum and Maximum metrics, the award
will be based on a linear interpolation as follows: 
  

	 	•	 	If the actual results are equal to the Operating Plan, the award will be 100%. 

  

	 	•	 	If the actual results are between the Minimum and the Plan, the award will be calculated as: 

 (((Actual result - Minimum)/(Operating Plan - Minimum)) x 50%) + 50% 
 Example: 
 If actual revenue is $[***], the awarded percentage would be 75% 
 ((([***] – [***])/([***] – [***])) x 50%) + 50% = 75% 
 *** Confidential portions omitted and filed separately with the Commission. 








	 	•	 	If the actual results are between the Plan and the Maximum, the award will be calculated as: 

 (((Actual result – Operating Plan)/(Maximum - Operating Plan)) x 50%) + 100% 
 Example: 
 If actual revenue is $[***], the
awarded percentage would be 122% 
 ((([***] – [***])/([***] – [***])) x 50%) + 100% = 122% 
 The total incentive award is the sum of the achievement of each of the four goals times the target incentive for each of the individuals. 
 *** Confidential portions omitted and filed separately with the Commission.