exv10w1






Exhibit 10.1




BroadSoft 2011 Executive Annual Bonus Plan




Plan Document



Purpose:



Short-term incentives (annual variable pay) serve to align Company and individual organizational
objectives and personal performance. The objectives of the BroadSoft Annual Bonus Plan are as
follows:





	 	•	 	Align individual performance with BroadSoft’s initiatives, objectives and goals for the
coming year;
	 
	 	•	 	Reward employees when criteria for earning a bonus are met and goals are obtained; and
	 
	 	•	 	Provide employees with the opportunity to earn incentive pay based on the employee’s
level of performance and associated contribution to BroadSoft and on achievement of
corporate performance goals.





Plan Name:



BroadSoft 2011 Executive Annual Bonus Plan (“the Plan”)




Effective Date:



The Plan is effective as of January 1, 2011 for calendar year 2011.




Criteria for Earning a Bonus:




          Eligibility:



The Plan only applies to those executive employees who are notified in writing by the Company that
they are eligible to receive an annual bonus under the Plan.




          Participation:



Newly eligible employees begin participating in the Plan during the calendar year in which they
become eligible. Overall awards will be prorated based upon active employment with BroadSoft and
the date on which eligibility begins. Unless otherwise expressly specified in writing, Employees
hired after September 30, 2011, are not eligible to earn a bonus under the Plan for the 2011 plan
year.




          Services:



Employees must actively perform services for BroadSoft from January 1, 2011 (or the date of hire
for new employees) through the date bonuses are paid to earn a bonus. Performance of services is a
criteria for earning a bonus, not simply a condition of payment. No bonus payments, prorated or
otherwise, can be earned if an employee is terminated or resigns for any reason prior to the date
on which annual bonuses are paid.




CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE

INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS

EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




 









 








Award Opportunities:



Each eligible plan participant will be assigned a target award opportunity, which will be
communicated at the beginning of the plan year or when they become eligible to participate in the
Plan as specified herein. The target award represents the level of bonus payment the participant
may earn in the event the criteria for earning a bonus and individual and corporate performance are
achieved.




Performance Measurement:



Near the beginning of each calendar year, senior management will establish and communicate to each
plan participant the corporate performance objectives for BroadSoft. The goals and key performance
factors for BroadSoft will be developed by management and approved by the Compensation Committee of
the BroadSoft Board of Directors.



In addition, the participant and his or her supervisor shall work cooperatively to establish
personal objectives for 2011. A key performance objective for all plan participants shall be
compliance with BroadSoft’s general performance and conduct standards, taking into account the
nature and extent of any performance or conduct problems during the Bonus Plan year and whether or
not they have been successfully addressed.



After the end of the calendar year, overall performance against the corporate performance goals and
a participant’s overall personal performance including his or her achievement of personal
objectives and performance ratings, will be assessed and the resulting incentive amounts that may
be earned if the criteria for earning a bonus are met will be calculated as outlined below. The
Company, in its sole discretion, will determine the extent to which the Company has achieved its
corporate performance objectives and the participant’s overall personal performance upon which the
annual bonus will be based.




Funding of the Bonus Pool




A bonus pool will be established as follows:




The funding for the bonus pool will be based on the following percentages:




Executive Plan



Revenue: 70% of the target award opportunity for all executive employees entitled to
participate in the Plan in the event the Company achieves its 2011 consolidated revenue goal
specified below.



Non-GAAP EPS 30% of the target award opportunity for all executive employees entitled to
participate in the Plan in the event the Company achieves its non-GAAP EPS goal specified below.



Notwithstanding the foregoing, for Mr. Tessler, $50,000 of his total annual bonus target will
be determined exclusively as a percentage of 2011 revenue. In particular, Mr. Tessler will be paid
[***]% of the Company’s 2011 consolidated revenue, with the $50,000 fully earned if the Company
achieves 2011 consolidated revenue equal to or above $[***] million.




CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE

INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS

EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.





 









 








The Company’s 2011 revenue and non-GAAP EPS objectives for the bonus pool funding are as follows:



Revenue





	 	•	 	If the Company has 2011 consolidated revenue of $[***] million or more, 100% of this
component shall be deemed achieved.
	 
	 	•	 	If the Company has 2011 consolidated revenue of $[***] million, 80% of this component
shall be deemed achieved.
	 
	 	•	 	Bonus funding will be pro-rated for 2011 if the Company has 2011 consolidated revenue
between $[***] million and $[***] million.
	 
	 	•	 	No bonus shall be funded under this component if the Company has 2011 consolidated
revenues below $[***] million.
	 
	 	•	 	In the event that the Company’s revenue for the year exceeds $[***] million, 5% of such
revenue greater than $[***] million will be paid in bonuses to the executive team including
the Company’s three executive officers, with the actual bonus per executive team member
determined by the Compensation Committee.




Non-GAAP EPS





	 	•	 	If the Company’s non-GAAP EPS for calendar year 2011 is $[***] per diluted share or
better, 100% of this component shall be deemed achieved.
	 
	 	•	 	If the Company’s non-GAAP EPS for calendar year 2011 is $[***] per diluted share, 80% of
this component shall be deemed achieved.
	 
	 	•	 	Bonus funding will be pro-rated for 2011 if the Company’s non-GAAP EPS for calendar year
2011 is between $[***] per diluted share and $[***] per diluted share.
	 
	 	•	 	No bonus shall be funded under this component if the Company’s non-GAAP EPS for calendar
year 2011 is less than $[***] per diluted share.




For purposes of the Plan, non-GAAP EPS shall mean earnings per diluted share calculated in
accordance with General Accepted Accounting Principles plus stock-based compensation expense and
amortization of acquired intangibles assets. In addition, one time gains, especially with regard to
changes in the company’s tax provision, will not be included in non-GAAP EPS.




Grant of Restricted Shares



In addition to the foregoing, if the Company achieves revenue of $[***] million, the Compensation
Committee shall grant each of Messrs. Tessler, Hoffpauir and Tholen restricted shares, which shares
shall be fully vested as of the date of grant, equal to (a) for Mr. Tessler that number of shares
of Company Common Stock equal to the number obtained by dividing $270,000 by the average of the
closing sale price on each of the last 30 business days of 2011, (b) for Mr. Hoffpauir that number
of shares of Company Common Stock equal to the number obtained by dividing $140,000 by the average
of the closing sale price on each of the last 30 business days of 2011; and (c) for Mr. Tholen that
number of shares of Company Common Stock equal to the number obtained by dividing $150,000 by the
average of the closing sale price on each of the last 30 business days of 2011.




Bonus Process



Once all performance measures have been calculated, the final bonus pools will be established.
Each department head will receive a bonus pool equal to the funded portion of the target award
opportunity




CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE

INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS

EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




 









 







(calculated as specified above) for all eligible plan participants within their
department. Each department head shall allocate the bonus pool to eligible plan participants, with
reference to such participant’s target award opportunity and the department head’s assessment of
such participant’s personal performance, including his or her achievement of personal performance
objectives, performance rating and peer review feedback and associated contribution to BroadSoft.
If the Company meets its performance objectives as outlined above, actual bonus awards may be
higher than target for plan participants where the Company believes their accomplishments during
the year justify special recognition. On the other hand, actual bonus awards can also be lower
than target even if an eligible plan participant meets performance expectations and the Company
meets its performance objectives as outlined in the Plan.



All department heads must stay within the funded bonus pool allocated for their departments. No
exceptions will be made.




Award Payouts:



Payouts of awards under the Plan will be made in cash or equity as soon as practical after year-end
financials are available and completion of performance reviews (subject to applicable taxes and
withholdings).




Governance:



Executive Management, Human Resources and the Compensation Committee of the BroadSoft Board of
Directors will be responsible for the administration and governance of the Plan. The decisions of
the Company and/or the Compensation Committee shall be conclusive and binding on all participants.




Amendment, Modification or Termination of Plan:



The Company reserves the right to modify any of the provision of the Plan at any time with ten (10)
days written notice. The Plan may be modified only in writing signed by the CEO or CFO.



The Plan supersedes all prior bonus programs of the Company and all other previous oral or written
statements regarding the subject matter hereof.




CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE

INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS

EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.