EX-10.33



 Exhibit 10.33 

TECH TARGET, INC. 
 2017
EXECUTIVE INCENTIVE BONUS PLAN 
  

	1.	Purpose 

 This 2017 Executive Incentive Bonus Plan (the “Plan”) is intended to
provide an incentive for superior work and to motivate eligible executives of TechTarget, Inc. (the “Company”) toward even higher achievement and business results, to tie their goals and interests to those of the Company and its
stockholders and to enable the Company to attract and retain highly qualified executives. The Plan is for the benefit of Covered Executives (as defined below). 
  

	2.	Covered Executives 

 From time to time, the Compensation Committee of the Board of
Directors of the Company (the “Compensation Committee”) may select certain key executives (the “Covered Executives”) to be eligible to receive bonuses hereunder. 

 

	3.	Administration 

 The Compensation Committee shall have the sole discretion and authority
to administer and interpret the Plan. The specific goals and targets under of the Plan for each performance period shall be determined by the Compensation Committee and, once approved, filed with the minutes of the Committee. 

 

	4.	Bonus Determinations 

 (a)    A Covered Executive may receive a bonus
payment under the Plan based upon the attainment of performance targets which are established by the Compensation Committee and relate to financial and operational metrics with respect to the Company or any of its subsidiaries (the “Performance
Goals”), including the following: earnings per share, revenues, EBITDA, Adjusted EBITDA (defined as EBITDA further adjusted for stock-based compensation expense) or such other metrics as the Committee may determine. For 2017, payment of a bonus
pursuant to the Plan will be based equally on attainment of a Revenue and Adjusted EBITDA target, respectively. 

(b)    Except as otherwise set forth in this Section 4(b): (i) any bonuses paid to Covered Executives under the Plan
shall be based upon objectively determinable bonus formulas that tie such bonuses to one or more performance targets relating to the Performance Goals, (ii) bonus formulas for Covered Executives shall be adopted in each performance period by
the Compensation Committee and communicated to each Covered Executive at the beginning of each bonus period and (iii) no bonuses shall be paid to Covered Executives unless and until the Compensation Committee makes a determination with respect
to the attainment of the performance objectives. Notwithstanding the foregoing, the Company may adjust bonuses payable under the Plan based on achievement of individual performance goals or pay bonuses (including, without limitation, discretionary
bonuses) to Covered Executives under the Plan based upon such other terms and conditions as the Compensation Committee may in its discretion determine. 

(c)    Each Covered Executive shall have a targeted bonus opportunity for each performance period. The maximum bonus
payable to a Covered Executive under the Plan shall be established by the Committee for the applicable performance period. 

(d)    The payment of a bonus to a Covered Executive with respect to a performance period shall be conditioned upon the
Covered Executive’s employment by the Company on the last day of the performance period; provided, however, that the Compensation Committee may make exceptions to this requirement, in its sole discretion, including, without
limitation, in the case of a Covered Executive’s termination of employment, retirement, death or disability and as required under the terms of any applicable agreement with a Covered Executive. 

(e)    In order for the Covered Executives to earn a bonus hereunder, the minimum threshold of 90% of the Adjusted EBITDA
and/or Revenue bonus target for the subject quarter must be achieved. If the applicable 90% 







 
threshold is achieved, the Covered Executives will earn 50% of the targeted bonus amount at 90% of the threshold with respect to each metric. The Covered Executives will earn an additional 5% of
that metric’s allocation for their targeted bonus amount for each additional 1% of the Adjusted EBITDA and Revenue bonus target achieved over 90% until 100% of the Adjusted EBITDA and Revenue bonus target is achieved. In the event that Adjusted
EBITDA for the full fiscal year 2017 is greater than 100% of the aggregate amount of the Covered Executive’s target bonus amount, then that portion of the bonus payable in excess of the targeted bonus amount will be payable in common stock of
the Company. 
  

	5.	Timing of Payment 

 The Performance Goals will be measured at the end of each fiscal year
after the Company’s financial reports have been published. If the Performance Goals are met, payments will be made within 60 days thereafter, but not later than March 15. 

 

	6.	Amendment and Termination 

 The Company reserves the right to amend or terminate the Plan
at any time in its sole discretion. 

  
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