**Exhibit 10.1**

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**PHASEFORWARD INCORPORATED**

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**2006Global Sales Executive IncentiveCompensation Plan**

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**EffectiveDate January 1, 2006**

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**PhaseForward2006 Global Sales ExecutiveIncentive Compensation PlanEffective:    January 1, 2006**

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**1)****             Purpose:**

The Phase Forward Incorporated 2006 Global SalesExecutive Incentive Compensation Plan is established to incent and reward theParticipant to achieve certain Company sales and financial goals. The basesalary and incentive opportunity outlined in this plan is intended to rewardthe Participant with total cash compensation that is equal to or above what ispaid for similar positions by similar companies upon achievement of theexpected level of performance.

**2)****             Effective Date:**

This plan is effective on January 1, 2006 and applies to allcontracts entered into between January 1, 2006 and December 31, 2006and supersedes all plans and terms previously in effect.

**3)****             Participation:**

Global Sales Executives who are eligible to participate will receive aplan document with a personalized schedule as Attachment A.

**4)****             Definitions:**

** (a) Base Salary**

The Participant’s base salary is a fixed amount thatis determined by the Management Development and Compensation Committee who willtake into consideration the competitive market, qualifications for theposition, and past performance. The base salary is paid in accordance with thecompany’s normal payroll practices. No other “annual reviews” or other salaryadjustments will occur for participants during the course of the fiscal year.

**(b) Bookings**

An Order is defined as a firm legal commitment for thevalue (amount) recorded (booked) in the backlog of the company for the deliveryof software, service, support or product with specified delivery dates, signedby both parties and received at the companies headquarters.

**(c) Bonus Eligible Orders**

These are Orders that are accepted by the company, netof pass-through items and net of royalty/ 3rd party product payments, in the followingcategories:

·                  **Software licenses**: software fees orusage fees relating to any Phase Forward products.

·                  **Services**:

·                  ASPServices: study preparation, eCRF design, server hosting, CDD formatting,provisioning, site assessment, custom reports.

·                  ConsultingServices:  project management,training, integration services, custom reports.

·                  **Customer Support**:

·                  Maintenanceand customer support agreements for software transactions.

·                  Serverhosting, help desk.

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                **(d) AccruedBonus**

For Orders that are fixedin nature, a bonus is accrued upon acceptance of an Order by the company. ForOrders that are variable in nature, such as estimated usage fees or futureservice commitments, bonus is accrued at the time the Order becomes fixed (asusage occurs or committed amount is fixed and determinable).

                **(e) Pass-Through Items**

Products, services, hardware and associated itemsprovided and/or sold at cost or with minimal markup.   Pass-through items are not compensated forunder the plan. Service fees associated with pass through items are eligiblefor compensation.

                **(f) Negative Booking**

A Negative Booking is a change to an Order, whichresults in the reduction of the net amount of an Order, the reversal ofpreviously recognized revenue, the uncollectability of an account receivablerelated to previously recognized revenue, or an indication of hold status orsuspension for a period greater than (six) 6 months. Bonuses paid thatsubsequently have events which result in a negative booking will have areversal in payment in the month or months following the quarter they become anegative booking until full repayment is achieved. Negative bookings will bereversed at the bonus amount that was applied at the time of the transaction,and only for the original sales executive paid.

**5)              Sales Quota:**

One global annual quotawill be set for participants in this plan.

**6)              Incentive Payments:**

**          **The payment schedule and plan components are outlined on Attachment A.

**           7)            Termination:**

Upon termination of employment, voluntary orinvoluntary, the Participant will be paid the applicable base salary throughthe agreed upon termination date. Any additional payments will be in accordancewith the terms and conditions of any Executive Agreement or EmploymentAgreement between the employee and the Company (or a subsidiary) in effect atthe time of termination. The Participant must also return all company documentsand property.

**8)              Administration and Other Matters:**

Administration of this policywill be the responsibility of the Vice President, Finance and the VicePresident, Human Resources of the company in consultation with the the CEO.In the case of a dispute, interpretation of the terms, conditions, goals, orpayments from this plan will be made solely by the Vice President of HumanResources after a full review of the facts, input from affected parties, andappreciation of the overall intent of the Plan. The decision of company management on all matters under this policy willbe final, and the company reserves the right to amend, modify, or terminatethis policy at any time without notice. Any change will be made inwriting as far in advance as possible, of the effective date of such change. In addition the company reserves the right tomake adjustments to the policy in its sole discretion in specific instancesbased on unusual or special circumstances.

If any term or condition of this Plan is found to bein non-conformance with a given state, federal, or country law, that term orcondition will be non-enforceable but will not negate other terms andconditions of the Plan. However, Phase Forward Incorporated will review andmodify the overall plan to conform to such law.

Eligibility and participation in this Plan in no wayinfers or reflects any guarantee of a contract of employment. Except asexpressly set forth in any employee’s agreement signed by the company and 

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employee, all of the employees of the company areemployees “at will”. Participation in this plan does not confer any right tocontinue in Phase Forward’s employ or limit the right of Phase Forward toterminate the Participant at any time, with or without cause or notice.

Phase Forward Incorporated is an Equal OpportunityEmployer committed to a diverse workforce. The company will not discriminate onthe basis of race, color, religion, age, sexual orientation, national origin,physical or mental disability, or veteran status.

**9)              ExtraordinaryEvents:**

Any event deemed extraordinary by the Vice President,HR or the CEO, may result in, changes to the terms and conditions of the plan,adjustments to quota, changes in the payment structure and other events up toand including termination of this plan, and the creation of a new plan. Itshould not be expected by the Participant that events resulting in a revenue orbookings windfall would be counted in determining performance as it relates tothe goals and quota and any payments resulting from this may be appropriatelyadjusted.

I acknowledge that I have read this document,including the Attachment A, and agree to the terms and conditions of the plan.
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|--------------|--------|--------|
|         | Date   |   |
| Signature    |   |   |
|         |   |   |
| Printed Name |   |   |

 

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# ***Attachment A***

| **FY2006 Global Annual Bookings Target —  [Redacted]   Steve Powell** | ** ** | ** **    | ** ** |
|----------------------------------------------------------------------------|------------|---------------|------------|
| Base Salary:                                                               |       | £160,000 |       |
| Target Bonus:                                                              |       | £120,000 |       |
| TAE:                                                                       |       | £280,000 |       |

 
| **Compensation Plan** | ** **                     | ** **   |
|-----------------------|--------------------------------|--------------|
| 30%                   | Quarterly bookings performance | £36,000 | Paid quarterly |
| 20%                   | Quarterly revenue performance  | £24,000 | Paid quarterly |
| 20%                   | YTD bookings performance       | £24,000 | Paid quarterly |
| 30%                   | Phase Forward Profitability    | £36,000 | Paid annually (Earned Quarterly) |

            
| ** **                     | ** ** | ** **               | ** ** | ** **                    | ** ** | ** **        | ** ** | ** ** | ** ** | ** ** | ** ** | **(Global MIP)**     |
|--------------------------------|------------|--------------------------|------------|-------------------------------|------------|-------------------|------------|------------|------------|------------|------------|----------------------|
| ** **                     | ** ** | ** **               | ** ** | ** **                    | ** ** | ** **        | ** ** | ** ** | ** ** | ** ** | ** ** | **Operating Income** |
| **Quarterly Bookings Targets** | ** ** | **YTD Bookings Targets** | ** ** | **Quarterly Revenue Targets** | ** ** | **Before Bonus*** |
| Q-1                            |       | [Redacted]               |       | Q-1                           |       | [Redacted]        |       | Q-1        |       | [Redacted] |       | Q-1                  |   | [Redacted] |
| Q-2                            |       | [Redacted]               |       | Q-2                           |       | [Redacted]        |       | Q-2        |       | [Redacted] |       | Q-2                  |   | [Redacted] |
| Q-3                            |       | [Redacted]               |       | Q-3                           |       | [Redacted]        |       | Q-3        |       | [Redacted] |       | Q-3                  |   | [Redacted] |
| Q-4                            |       | [Redacted]               |       | Q-4                           |       | [Redacted]        |       | Q-4        |       | [Redacted] |       | Q-4                  |   | [Redacted] |

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| **Payment  Schedule Quarterly Booking Targets** | ** ** | ** **                                       |
|-------------------------------------------------|------------|--------------------------------------------------|
| ** **                                      | ** ** | ** **                                       |
| **Achievement%**                                | ** ** | **Payout**                                       |
| <80%                                         |       | 0                                                |
| >80%  -100%                                  |       | 50% + 2.5% for each% achieved                    |
| >100%                                        |       | .01 times actual achievement dollars over target |

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| **Payment  Schedule Quarterly Revenue Targets** | ** ** | ** **                                       |
|-------------------------------------------------|------------|--------------------------------------------------|
| ** **                                      | ** ** | ** **                                       |
| **Achievement%**                                | ** ** | **Payout**                                       |
| <95%                                         |       | 0                                                |
| >95%  -100%                                  |       | Actual%                                          |
| >100%                                        |       | .01 times actual achievement dollars over target |

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| **Payment  Schedule YTD Bookings Components** | ** ** |
|-----------------------------------------------|------------|
| ** **                                    | ** ** | ** ** |
| **Achievement%**                              | ** ** | **Payout** |
| <80%                                       |       | 0 |
| >80% - 100%                                |       | Actual% achieved |
| >100% -125%                                |       | 3% for each% achieved over 100% |
| >125%                                      |       | 2% for each% achieved over 125% |

 

Themaximum combined quarterly payout on all components is £70,000

***This component is paid inaccordance with the Phase Forward 2006 Management Incentive Plan.**

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