exv10w10






Exhibit 10.10




The 2006 Omnibus Stock and Performance

Incentive Plan of GeoEye, Inc.




2009 Annual Performance Award Policy




     The purpose of this 2009 Performance Award Policy (the “Policy”) is to set forth the
performance criteria with respect to the payment of annual cash performance awards (“Performance
Awards”) to executives of GeoEye, Inc. (the “Company”) for the Company’s 2009 fiscal year pursuant
to the 2006 Omnibus Stock and Performance Incentive Plan of GeoEye, Inc. (the “Plan”).



Target Performance Awards




     Each executive set forth on Exhibit A (the “Participants”) who remains employed by the
Company through December 31, 2009, will be eligible for a Performance Award pursuant to the Plan
for the 2009 fiscal year in an amount based on (i) the target percentage of such participant’s base
salary set forth below and (ii) the funding of the Performance Award Pool (as defined below) based
on the percentage of the revenue and EBITDA targets achieved for the 2009 fiscal year.



Revenue and EBITDA Targets




     For the 2009 fiscal year, the revenue target is $[***] million and the EBITDA target is $[***]
million. These targets are derived from the budget submitted to the Board in December 2008.



Performance Award Pool




     Annual Performance Awards will be paid to Participants out of a funded pool (the “Performance
Award Pool”) equal to the sum of the target Performance Awards for all Participants. The
Performance Award Pool will be adjusted up or down based on actual Company financial performance.



     The range of Performance Award Pool funding is based on achievement of between 75% and 125% of
the revenue and EBITDA targets. Failure to achieve at least 75% of each of the revenue and EBITDA
targets will result in no funding of the Performance Award Pool.



     25% of the Performance Award Pool will fund upon achievement of 75% of the revenue and EBITDA
targets. An additional 1% of the Performance Award Pool will be funded for every 1% of revenue and
EBITDA target achievement between 75% and 100%, and an additional 2% for every 1% of revenue and
EBITDA target achievement between 100% and 125%. Funding will be capped at 200% of individual
Performance Award targets upon achieving 125% of both the revenue and EBITDA targets. The
following chart sets forth the funding of the Performance Award Pool:





 




			
	[***]	 	Means that certain confidential information has been deleted from this document and filed
separately with the Securities and Exchange Commission.




 









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Revenues	 	EBITDA	 	Total Bonus Pool Funded
	% Achievement	 	% of Bonus	 	Bonus Pool	 	% of Bonus	 	Bonus Pool	 	 	 	 
	of Goal	 	Pool Funded	 	Funded $	 	Pool Funded	 	Funded $	 	%	 	$
	 	<75	%	 	 	0	%	 	$	[***]	 	 	 	0	%	 	$	[***]	 	 	 	0	%	 	$	[***]	 
	 	75	%	 	 	25	%	 	$	[***]	 	 	 	25	%	 	$	[***]	 	 	 	50	%	 	$	[***]	 
	 	80	%	 	 	30	%	 	$	[***]	 	 	 	30	%	 	$	[***]	 	 	 	60	%	 	$	[***]	 
	 	85	%	 	 	35	%	 	$	[***]	 	 	 	35	%	 	$	[***]	 	 	 	70	%	 	$	[***]	 
	 	90	%	 	 	40	%	 	$	[***]	 	 	 	40	%	 	$	[***]	 	 	 	80	%	 	$	[***]	 
	 	95	%	 	 	45	%	 	$	[***]	 	 	 	45	%	 	$	[***]	 	 	 	90	%	 	$	[***]	 
	 	100	%	 	 	50	%	 	$	[***]	 	 	 	50	%	 	$	[***]	 	 	 	100	%	 	$	[***]	 
	 	105	%	 	 	60	%	 	$	[***]	 	 	 	60	%	 	$	[***]	 	 	 	120	%	 	$	[***]	 
	 	110	%	 	 	70	%	 	$	[***]	 	 	 	70	%	 	$	[***]	 	 	 	140	%	 	$	[***]	 
	 	115	%	 	 	80	%	 	$	[***]	 	 	 	80	%	 	$	[***]	 	 	 	160	%	 	$	[***]	 
	 	120	%	 	 	90	%	 	$	[***]	 	 	 	90	%	 	$	[***]	 	 	 	180	%	 	$	[***]	 
	 	125	%	 	 	100	%	 	$	[***]	 	 	 	100	%	 	$	[***]	 	 	 	200	%	 	$	[***]	 






Example




     Assume a participant’s base salary is $200,000 and his target Performance Award is 30% of his
base salary, or $60,000. If 75% of each of the revenue and EBITDA targets is achieved, the
executive’s actual Performance Award will be 50% of his target Performance Award, or $30,000. If
100% of each of the revenue and EBITDA targets is achieved, the executive’s actual Performance
Award will be 100% of his target Performance Award, or $60,000. If 125% of each of the revenue and
EBITDA targets is achieved, the executive’s actual Performance Award will be 200% of his target
Performance Award, or $120,000.



Determination of Performance Awards




     The Committee (as defined in the Plan), in its sole discretion, shall determine the extent to
which the revenue and EBITDA targets have been achieved, and the amount of the Performance Awards
for each Participant for the 2009 fiscal year in accordance with the terms of the Plan. Subject to
the terms of the Plan, the Committee has all discretion and authority necessary or appropriate to
administer the Plan and the Performance Awards, including, but not limited to, the power to
interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, and to
make all other determinations necessary or advisable in the administration of the Plan and the
Performance Awards, and all such determinations shall be final and binding upon all Participants
and persons having an interest in the Plan.





 




			
	[***]	 	Means that certain confidential information has been deleted from this document and filed
separately with the Securities and Exchange Commission.






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