exv10w21






Exhibit 10.21




DigitalGlobe, Inc.




2010 EMPLOYEE SUCCESS SHARING PLAN



PART I. PLAN DESCRIPTION



A. THE PLAN





1) Purpose and Objectives. This document sets forth the DigitalGlobe,
Inc. 2010 Employee Success Sharing Plan (the “Plan”) for eligible, non-commissionable
employees up through the Non-Executive Management Member levels (as defined in Section
I.B.7.c below). A key component of the business strategy of DigitalGlobe, Inc. (the
“Company”) is to provide incentives to attract and retain outstanding employees. The
Plan is designed to recognize overall Company success, departmental and team
contributions, as well as to reward individual contributions.




2) Participant Eligibility. An employee shall be eligible to
participate in this Plan (and thus be a “Participant”) if the Company classifies the
individual as (i) having been employed with the Company on or before October 1, 2010 as
a regular full-time or regular part-time non-commissionable employee up through the
Non-Executive Management Member level; and as (ii) continuously employed thereafter by
the Company through the bonus payment date and as not having given notice of intent to
terminate employment before the bonus payment date. Any employee who terminates
employment with the Company or provides notice of intent to do so before bonus payments
are made is not eligible to receive a bonus under the Plan.




     (a) Employees Hired or Promoted During 2010 Plan Year. Employees who are
hired into a Plan-eligible position between January 1, 2010 and October 1, 2010 will
be eligible for a bonus under this Plan. Employees hired to an otherwise
Plan-eligible position after October 1, 2010 are not eligible to participate in the
Plan. A Participant who is promoted to a bonus-eligible role (or who continues in a
bonus-eligible role following such promotion) between the beginning of the 2010 Plan
Year and October 1, 2010 will be (or will continue to be) eligible for a bonus
hereunder. For employees hired or promoted into bonus-eligible positions after
January 1, 2010, the Company may in its discretion take into account the fact that
they were employed in a bonus-eligible position only for part of 2010 in determining
the amount of any such bonus awarded, if any (without in any way limiting the
Company’s discretion to consider any other additional or different factor(s) in any
given instance).




     (b) Change in Employment Status. In certain situations, employment
status may change mid-year from an otherwise eligible position to a non-eligible
position (such as a change in employment classification, leaves of absence, change to
eligibility under another bonus plan, or otherwise). Under these circumstances, the
employee will be eligible for a prorated bonus, prorated for the period of their Plan
participation during 2010, subject to the other conditions hereunder (including,
without limitation, those specified in the last sentence of the introductory language
of this Section I.A.2).




3) Participant Ineligibility. No employee shall be eligible to
receive a bonus under the Plan if (i) he or she is employed on a temporary basis, is not
classified by the Company as an employee



 









 







in its payroll records, is employed in a commissionable position (for example, as a
commissioned sales representative), is not employed in good standing by the Company on
the bonus payment date, or otherwise does not satisfy all of the foregoing eligibility
requirements to be a Plan Participant; (ii) he or she has competed with the Company’s
business during employment with the Company or made plans to compete with such business
following termination of employment; or (iii) he or she has breached any agreement with
or other obligation to the Company or any Company policy.




4) Plan Termination or Amendment. The Plan will be in effect from
January 1, 2010 through December 31, 2010, or such earlier date as the Plan may be
terminated in the sole discretion of the Company (the “2010 Plan Year”). No notice of
Plan termination is necessary. The Company also reserves the right to implement a new
incentive bonus plan or renew this Plan for future periods. Any such action shall be
approved by the Compensation Committee of the Board of Directors of the Company (the
“Compensation Committee”). The Company reserves the right to amend or discontinue this
Plan at any time. The Plan may only be amended by resolution duly adopted by the
Compensation Committee. Participation in this Plan is not a guarantee of receipt of any
bonus hereunder, or of participation in future Company incentive plans.




5) Discretionary Adjustments. The provisions of Section B below of
this Part I are guidelines only. Notwithstanding those sections or any other provisions
of this Plan, any bonus and Bonus Pool (as defined below) parameters, awards, payment
amounts or other bonus-related provisions (except for the deadline of March 15, 2011 for
bonus payments, if any) may be modified at any time, in whole or in part, in the
Company’s discretion (including without limitation by terminating or reducing any Bonus
Pool or bonus payments otherwise payable under the Plan or by changing bonus
parameters), subject to the approval of the Compensation Committee.



B. CASH BONUS





1) Bonus Pool. The Compensation Committee or its delegate may establish one or
more performance targets under the Plan. For 2010, if the Company achieves or exceeds
its A-EBITDA target, the Company anticipates that Participants generally will become
eligible to receive a cash bonus from a bonus pool to be designated in that event by the
Company in its discretion (the “Bonus Pool”), subject to the terms and conditions of
this Plan. The size of any such Bonus Pool created will be determined by the Company in
its discretion, subject to the approval of the Compensation Committee. If the Company
does not achieve this target, the Company will determine in its discretion whether to
establish a Bonus Pool for the 2010 Plan Year and, if so, the size of any such Bonus
Pool, again subject to the approval of the Compensation Committee.




2) Bonus Award Discretionary Criteria. If a Bonus Pool is established for the
2010 Plan Year, the Company will determine in its discretion whether to pay a bonus from
the Bonus Pool to a given Participant, and if so, the amount of any such bonus. While
the factors to be used in making these determinations are and will remain discretionary,
the Company anticipates that factors used in determining any given Participant’s bonus,
if any, from the Bonus Pool generally will include (but are not required to include)
that Participant’s individual performance, responsibility level and value to the
organization as determined by Company management in its discretion, and such other
criteria as determined by Company management in its discretion. The Company reserves
the right to use any additional or different factor(s) as it deems appropriate in



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determining bonus eligibility and, as applicable, the bonus amount for a given
Participant. The Company also may pay out less than the full Bonus Pool if it so
chooses.




3) Performance Committees. Bonus recommendations for individual Participants
generally will be made by committees of management employees (“Performance Committees”),
taking into account the factor(s) determined pursuant to Section I.B.2 above. The
Performance Committees may have other responsibilities in addition to their
responsibilities hereunder. Bonus recommendations for Participants who are
Non-Executive Management Members (other than Senior Managers) generally will be made by
a Performance Committee of members of the Senior Management Team or their designates.
Bonus recommendations for Participants below the Director level generally will be made
by a Performance Committee of Company employees at the Vice President, Senior Director
and/or Director levels. The size and composition of these Performance Committees will
be determined in the Company’s discretion and are subject to change from time to time.
It is anticipated that the Performance Committees will make bonus recommendations for
Participants, as applicable, at or following the end of the 2010 Plan Year to the Senior
Management Team and Chief Executive Officer, who will review and then approve,
disapprove and/or modify any such recommendations as they deem appropriate in their
judgment.




4) Participant Performance Ratings. In order to assist the Performance
Committees in determining whether to recommend a bonus for a given Participant and, if
so, the amount of his or her recommended bonus, each Performance Committee typically
will assign a rating (e.g., “1,” “2” or “3,” potentially with intermediate ratings
between these levels if the Company so chooses) to each of the Participants for which it
is responsible, and the Company reserves the right to utilize additional or different
ratings in its discretion. These ratings generally are intended to gauge relative
individual performance across Participants for bonus determination purposes.




The Performance Committees may rely on such information as they deem appropriate in
their discretion to make the foregoing rating determinations for each Participant,
including for example (and without limitation) the experiences of members of the
Performance Committees in working with a given Participant and input received from a
Participant’s supervisor(s). The Company may provide the Performance Committees with
rating forms from time to time to aid them, and/or others from whom the Performance
Committees may solicit input, in making rating determinations for Participants. The
overall rating ultimately assigned to a given Participant by a Performance Committee is
not necessarily a formulaic or mathematical result (such as an average) derived from the
component ratings or other information received from those providing input with respect
to that Participant. Rather, the overall rating for a Participant represents the
judgment of the Performance Committee after assessing and weighing the various
information and other factors deemed pertinent by the Performance Committee.




5) Bonus Award Determinations. The assignment of a particular rating to a
Participant does not dictate, require or create any expectation that such Participant
will receive a bonus in any amount or range, or any bonus at all. The Company presently
anticipates that, as a general matter (and without limitation), Participants who receive
a higher-performance-range rating typically are eligible to receive a bonus that in the
Company’s judgment appropriately recognizes their superior performance and value to the
organization; Participants who receive a mid-performance-range rating typically are
eligible to receive a bonus in some amount; and Participants who receive a
lower-performance-range rating typically will not receive a bonus.



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Nevertheless, the Company may deviate from these general guidelines as it deems
appropriate in its discretion with respect to any given Participant(s), including
without limitation in the event that it uses additional or different ratings in its
discretion. The Company at all times retains the discretion to determine whether to pay
a bonus from the Bonus Pool to a given Participant, and if so, the amount of any such
bonus.




6) Bonus Payment. Any bonus that becomes payable under this Plan to a
Participant will be paid no later than March 15, 2011 for the 2010 Plan Year.




7) Definitions.




     (a) “A-EBITDA” means Net Income or Loss adjusted for depreciation and amortization,
net interest income or expense, income tax expense (benefit), loss on disposal of
assets, restructuring, loss on early extinguishment of debt, bonus expense and non-cash
stock compensation expense; as such calculation may be adjusted in the Company’s
discretion.




     (b) “Net Income or Loss” means the consolidated net income or net loss of the
Company and its subsidiaries for calendar year 2010 as determined by the Company in
accordance with Generally Accepted Accounting Principles.




     (c) “Non-Executive Management Member” means a non-commissionable employee
classified as a Senior Manager, Director, Senior Director or nonexecutive functional
Vice President.



PART II. MISCELLANEOUS




A. PLAN ADMINISTRATION





The Compensation Committee is responsible for the administration and management of the Plan
and shall have all powers and duties necessary to fulfill its responsibilities including, but
not limited to, the discretion to interpret and apply the Plan and to determine all questions
relating to eligibility for benefits. The Compensation Committee may in its discretion, at
any time and from time to time, delegate any and all of its authority and responsibilities
under the Plan to such person(s) or committee(s) as the Compensation Committee may designate,
and may terminate or change any such delegation made, in whole or in part, at any time and
from time to time. The Compensation Committee and its delegates shall have the discretion to
interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion they
deem to be appropriate in their sole and absolute discretion, and to make any findings of
fact needed in the administration of the Plan. All determinations of the Compensation
Committee or its delegate shall be binding on all persons if taken in good faith.



B. ENTIRE STATEMENT





The Plan, including all documentation referred to herein, is a complete and exclusive
statement of the Plan’s terms. This Plan supersedes all prior communications, oral or
written, concerning this subject matter. Any provision of the Plan that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the
extent of such prohibition or unenforceability without



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invalidating the remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.



C. NO EMPLOYMENT AGREEMENT





This Plan is not to be construed as an employment agreement and in no way limits the right of
the Company to terminate the employment of any Participant at any time, with or without cause
or advance notice. Each Participant’s employment with the Company is, and continues to be,
“at-will” with either party having the right to terminate the employment relationship at any
time, with or without cause or advance notice. By participating in the Plan, each
Participant acknowledges his or her at-will employment status and that such at-will status
only may be changed by a written agreement signed by the Participant and the Company’s CEO.
Except to the extent governed by federal law, the Plan is governed by the laws of the State
of Colorado, excluding choice of law principles.



D. ISSUE RESOLUTION





In the event that there is a dispute between the Company and a Participant arising under
or relating to this Plan, including but not limited to any dispute over any compensation
alleged to be due, further including, but not limited to, disputes concerning the
Participant’s bonus or long-term incentive award (or lack thereof), the Participant will
promptly bring such dispute to the attention of the Company’s General Counsel or VP Human
Resources. The Participant and the Company shall use their commercially reasonable efforts
to resolve any such dispute on an informal basis. In the event the dispute cannot be
resolved informally, the Participant and the Company agree to resolve the dispute exclusively
through binding arbitration in Longmont, Colorado (or in such other place to which the
parties agree) before a single arbitrator in accordance with the JAMS Employment Arbitration
Rules and Procedures (as in effect or amended from time to time), except as set forth below,
and in accordance with the laws of the State of Colorado. Each party will pay their own
costs associated with such arbitration, including, but not limited to, cost of legal counsel.
The arbitrator shall have no power to modify the provisions of this Plan, or to make an
award or impose a remedy that is not available to a court of general jurisdiction sitting in
Denver, Colorado or that was not requested by a party to the dispute, and the jurisdiction of
the arbitrator is limited accordingly. The arbitrator’s decision or award shall be final and
binding, and judgment thereupon may be entered in any Colorado or other court having
jurisdiction thereof. Notwithstanding the foregoing: (i) either party may in such party’s
respective discretion seek temporary or preliminary injunctive relief in any court of
competent jurisdiction in order to preserve the status quo or avoid irreparable harm pending
arbitration; and (ii) if and to the extent required by Section 8116 of the 2010 Department of
Defense Appropriations Act, Pub. L. No. 111-118, 123 Stat. 2409 (2009), the provisions of
this Section II.D shall not apply to or be enforced by the Company with respect to any claim
by a Participant under Title VII of the Civil Rights Act of 1964, as amended, or any tort
claim by a Participant related to or arising out of sexual assault or harassment, including
all such claims for assault and battery, intentional infliction of emotional distress, false
imprisonment, or negligent hiring, supervision, or retention.



E. TAX WITHHOLDING





The Company may withhold from any payments made under this Plan all applicable taxes and
other withholdings including, but not limited to, Federal, state and local income, employment
and social insurance taxes, as it determines are required or permitted by law. All amounts
paid to Participants under this Plan will be treated as compensation, and each Participant
agrees to such treatment by



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accepting a payment under the Plan. The Company cannot guarantee the tax treatment of any
payments under the Plan and each Participant agrees that he or she, and not the Company,
shall be liable for any excise taxes, penalties, or interest imposed on the Participant.



F. SECTION 409A





This Plan is not intended to provide “nonqualified deferred compensation” within the meaning
of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and shall
be administered and interpreted in accordance with such intent. The payment(s), if any, to
any Participant are intended to be exempt from Section 409A to the maximum extent possible as
short-term deferrals pursuant to Treasury regulation section 1.409A-1(b)(4). Notwithstanding
the foregoing, under no circumstances shall the Company be responsible for any taxes,
penalties, interest or other losses or expenses incurred by a Participant due to any
noncompliance with Section 409A.



G. SOURCE OF PLAN ASSETS





The Plan shall be unfunded. Payments under the Plan shall be made from the general
assets of the Company. To the extent any Participants have any right to payments under the
Plan, such Participants shall be general unsecured creditors of the Company. No Participant
shall have any right, title, claim or interest in or with respect to any specific assets of
the Company or any of its affiliates in connection with the Participant’s participation in
the Plan.




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