EXHIBIT 10.1



 





Exhibit 10.1









2005 DoubleClick Corporate Bonus Plan






Purpose



It is the intent of DoubleClick Inc. to pay for results. The DoubleClick Corporate Bonus Plan
provides an incentive to participants to maximize results in areas critical to the Company’s
success during the current year, and also rewards participants for their individual performance.



Eligibility



Active employees of DoubleClick Inc. who are at a salary grade level of 9 or above that are
not participating in any other short term incentive or commission plan.



Incentive Targets



The following table contains the annual bonus target (percent of base salary) for each salary
grade level:



	 	 	 	 	 	 	 	 
	 
	Level  	 	 	 	Bonus Target	 
	Salary Grade 16 

	 	 	 	 	80	%	 
	Salary Grade 15

	 	 	 	 	70	%	 
	Salary Grade 14

	 	 	 	 	60	%	 
	Salary Grade 13

	 	 	 	 	50	%	 
	Salary Grade 12

	 	 	 	 	40	%	 
	Salary Grade 11

	 	 	 	 	30	%	 
	Salary Grade 10

	 	 	 	 	20	%	 
	Salary Grade 9

	 	 	 	 	10	%	 
	 





Summary



In 2005, The DoubleClick Corporate Bonus Plan will have two performance periods:



First Performance Period: January 1st through June 30th.



A
mid-year payment targeted at 40% of the overall targeted annual bonus will be made if threshold
levels are met or exceeded, following the first half of the year.



Second Performance Period: January 1st through December 31st.



An annual payment will be calculated following the end of the calendar year. This calculation will
take into account performance results for the entire calendar year. Amounts paid, if any,
following the mid-year performance cycle will be subtracted from the annual bonus calculation to
provide a net bonus amount payable after the end of the year.



The level of your bonus payment for both performance periods will be based on (1) Revenue results
versus the Annual Operating Plan targeted revenue amount; (2) Operating Margin results versus the
Annual Operating Plan targeted operating margin amount; (3) results from strategic objectives as
defined by management; and (4) your individual performance as defined in your year-end review.



Base Salary



For the mid-year bonus cycle, bonus calculations will be based on your base salary as of May
1st of the plan year. Annual bonus calculations under the Plan will be based on a participant’s
salary grade level and base salary as of November 1st of the plan year.



	 	 	 	 	 
	 

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How Results Are Measured



Key Performance Results Weights



The
total bonus payment will be based on three performance criteria. The
following table sets forth
the criteria and assigns the weighting of each:



	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Performance 	 	 	 	 	 	Bonus	 
	 	Criteria 	 	 	Corporate Criteria Definitions	 	 	Weighting	 
	 	Revenue

	 	 	Revenue generated by
DoubleClick Inc. during 2005
versus the revenue target
identified in the Annual
Operating Plan.
	 	 	 	35	%	 
	 	Operating Margin

	 	 	Operating margin results
for DoubleClick Inc. for 2005
versus the operating margin
target identified in the
Annual Operating Plan.
	 	 	 	30	%	 
	 	Strategic Objectives

	 	 	Strategic objectives are
identified by management at
the start of the year.
Results versus these
strategic objective targets
will be analyzed for bonus
calculation.
	 	 	 	35	%	 
	 





Revenue Performance Factor Table



Revenue will be analyzed after the end of the mid-year performance period and the calendar
year versus targeted revenue in the Annual Operating Plan. Any gains or losses from acquisitions
or sales that occur during the calendar year will be excluded. The portion of the bonus amount
allocated to revenue results (35%) will be determined according to the following table:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Corporate
Revenue Results	 
	 	Performance Against	 	 	% Attainment of	 	 	 	 
	 	Plan	 	 	Target*	 	 	Bonus Factor	 
	 	Above Superior

	 	 	111% - up
	 	 	8% for every 1% increase in
revenue
	 
	 	Superior

	 	 	110%+	 	 	 	160	%	 
	 	Target

	 	 	100%	 	 	 	100	%	 
	 	Threshold

	 	 	85%	 	 	 	0	%	 
	 	Below Threshold

	 	 	0% - 84.9%	 	 	 	0	%	 
	 




 



*Results
that fall between whole numbers will have a prorated bonus
factor. 



Operating
Margin Performance Factor Table 



30% of your targeted bonus payment will be based on Operating Margin results. Operating
Margin will be analyzed after the end of the first half performance period and the calendar year
versus targeted Operating Margin in the Annual Operating Plan. Any gains or losses from
acquisitions or sales that occur during the calendar year will be excluded. Bonus dollars
resulting from Operating Margin results will be determined according to the following table:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Corporate
Operating Margin Results	 
	 	Performance Against	 	 	% Attainment of	 	 	 	 
	 	Plan	 	 	Target*	 	 	Bonus Factor	 
	 	Maximum

	 	 	 	130%+	 	 	 	 	200	%	 
	 	Target

	 	 	 	100%	 	 	 	 	100	%	 
	 	Threshold

	 	 	 	50%	 	 	 	 	50	%	 
	 	Below
Threshold

	 	 	 	0% - 49.9%	 	 	 	 	0	%	 
	 











	*Results that fall between whole numbers will have a prorated bonus factor.




	 	 	 	 	 
	
 
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Strategic Objective Ratings



Specific multiples of performance will be developed for each strategic objective. The
multiples will vary depending upon the specific metric being used. 35% of your targeted incentive
will be based on Strategic Objective results. For strategic objectives where specific measurable
metrics are not available, the following table will be used to assess performance. Strategic
Objective results will be analyzed for the mid-year performance cycle, and for the entire year.



	 	 	 	 	 	 	 	 
	 
	 	Customer Service / Project Work Rating	 	 	Bonus Plan Multiple	 
	 	5 – Clearly Exceeds Expectations

	 	 	 	200	%	 
	 	4 – Meets or Exceeds Expectations

	 	 	 	150	%	 
	 	3 – Meets Expectations

	 	 	 	100	%	 
	 	2 – Meets Minimum Expectations

	 	 	 	50	%	 
	 	1– Does Not Meet Expectations

	 	 	 	0	%	 
	 





Individual Performance Rating



The individual performance ratings are consistent with those used in your mid-year and annual
performance reviews. They will be used to determine your annual merit increase amount, and, at
your managers discretion, as a multiplier for your overall bonus plan results.



	 	 	 	 	 	 	 	 
	 
	 	Customer Service / Project Work Rating	 	 	Bonus Plan Multiple	 
	 	Top Performer (122 to 150)

	 	 	 	1.25	 	 
	 	High Performer (115.01 – 121.99)

	 	 	 	1.10	 	 
	 	Effective Performer (100 to 115)

	 	 	 	1.0	 	 
	 	Needs Development (50 to 99.9)

	 	 	 	0.5	 	 
	 	Fails to Meet Requirements (0 – 49.9)

	 	 	 	0.0	 	 
	 











	*The rating scale ranges above may be adjusted to ensure a normal
distribution of performance scores.





Bonus Calculation



Mid-Year



You are eligible to receive payment for 40% of your targeted annual bonus for results attained
during the first half of the year. Targets will be set using the AOP targets for Revenue and
Operating Margin for the first and second quarters, and, interim Strategic Objective targets. Your
overall mid-year bonus payment will be capped at 125% of your targeted mid-year bonus. For
example, if your bonus target for the year is 20%, your mid-year targeted bonus would be 8% (40% of
20%) and your maximum mid-year bonus payment will be 10% (125% of 8%).



Year End



Any
payments made as a result of the mid-year bonus payment will be “trued up” at year end. This
means that a “total” bonus calculation will be made taking the entire year’s results into account,
and the bonus payment (if any) made at mid-year will be subtracted from the overall annual total.
If the mid-year amount that was paid exceeds the annual amount
calculated after year end, no money
will be due back to the company. Otherwise, the participant will receive the net of the annual
versus mid-year bonus calculation amounts following year end.



Date of Hire Prorating



Bonuses for plan participants hired after the start of the Performance Periods (January
1st
through June 30th; January
1st through December 31st) will be prorated depending on
the date of hire.


	 	 	 	 	 
	
 

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For the half year performance period, those hired prior to March 1st will be eligible to
participate. Their mid-year bonus payments will be prorated to date of hire. For the calendar
year bonus cycle, those hired prior to March 1st will not have their bonus prorated.
Someone hired on or after March 1st will have their bonus payment prorated to their date
of hire. For example, someone hired on July 1st would receive a prorated bonus of
184/366ths of their projected bonus. Employees hired after November 1st of any year are
ineligible for a bonus payment for that year.



Timing of Bonus Payments



Bonuses will be paid twice a year for the 2005 bonus cycle. They will be calculated following
the end of each performance period as applicable. Bonuses will be paid as soon as administratively
practicable following the end of the performance period. Barring any unforeseen or uncontrollable
circumstances, mid-year bonuses are expected to be paid no later than August 31st, and annual bonuses
generally are expected to be paid no later then March 15th following the year in which it was
earned.



Employment Changes



New Hire



Bonuses for new hires will be paid on a pro-rata basis during the calendar year of hire, based upon
the actual hire date of the participant and the Date of Hire Prorating section above.



Internal Transfer



Employees transferring from one bonus eligible position within the Company to another will have
their bonus compensation pro-rated based on their time in each position, if the change in position
means a change in salary grade and therefore eligibility. Employees who transfer from a bonus
eligible position to other positions within DoubleClick not covered by this Plan will be paid bonus
compensation based on the job they are leaving and only for the pro-rated period the employee
actually worked in the bonus-eligible position. In no event shall a participant be eligible for
two bonus or commission plans at the same time. The bonus or commission plan in the new position
will always take precedent over any other plan.



Termination



Employees who leave the Company either voluntarily or involuntarily are not eligible for bonus
payments. To be eligible for a bonus payment, the participant must be actively employed by
DoubleClick Inc. on the exact date that the bonuses are paid.


	 	 	 	 	 
	
 
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Additional Terms



Employees may not participate in this Plan if they are participants in any other cash based
incentive plan of DoubleClick, including DoubleClick’s Sales Commission Plans, or any other
subsidiary or related company.



DoubleClick retains the right to make adjustments in subsequent payments for errors that have
occurred with relation to Corporate Bonus Plan payments. This includes both errors made in favor
of the plan participant, and errors made in favor of the Company.



Nothing in this Corporate Bonus Plan summary shall in any way limit the ability of senior
management and the Compensation Committee of the Board of Directors, in their sole discretion, to
pay any individual or group of individuals a discretionary bonus award in addition to any bonus
payment made under the Plan.



The DoubleClick Corporate Bonus Program may be amended, revised, replaced, or terminated at any
time unilaterally by DoubleClick. DoubleClick reserves the right to interpret and implement the
terms of this plan in its sole discretion.



Incentive targets may be adjusted by management or the Compensation Committee of the Board of
Directors at their sole discretion for any reason during the course of the Plan Performance Period,
including but not limited to changes in business conditions.



You should be aware that employment at DoubleClick is for no specific period of time. As a result,
either you or DoubleClick are free to terminate our employment relationship at any time, for any
reason, with or without cause. The “at-will” nature of your employment with DoubleClick may only
be changed in an express writing by you and the Chief Executive Officer of DoubleClick. No
employee or agent of DoubleClick is authorized to provide you with any statement, letter, or
contract promising anything contrary to this statement of at-will employment, unless that contrary
statement, letter, or contract is in writing and is signed by DoubleClick’s Chief Executive
Officer. Nothing herein should be construed to change, in any way, the “at-will” nature of your
employment.



This Plan is governed by the laws of the State of New York.




	 	 	 	 	 
	

 
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