ex10_25.htm








EXHIBIT 10.25




2010 Omnibus Incentive Plan of GeoEye, Inc.







2011 Annual Performance Award Policy







The purpose of this 2011 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 2011 fiscal year pursuant to the 2010 Omnibus 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, 2011, will be eligible for a Performance Award pursuant to the Plan for the 2011 fiscal year in an amount based on (i) the target percentage of such participant’s base salary set forth on Exhibit A 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 2011 fiscal year.


 


Revenue and EBITDA Targets







For the 2011 fiscal year, the revenue target is $382.5 million and the EBITDA target is $190.2 million.  EBITDA is a non-GAAP financial measure as defined and reported in the Company’s quarterly SEC filings.  These targets are derived from the budget submitted to the Board in February 2011.







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 funding of the Performance Award Pool is based on the aggregate value of the award targets for the Participants and the percentage of the revenue and EBITDA targets achieved. 25% of each portion of the Performance Award Pool will fund upon achievement of 75% of each 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 is an example of how the Performance Award Pool may be funded:









  





  











  











Example Performance Award Pool Funding:









	 	 	 	
Revenue

	 	 	
EBITDA

	 	 	
Total Perf. AwardPool Funded

	 
	
Achievmt

	 	 	
% Bonus Funded

	 	 	
$ Bonus Funded

	 	 	
% Bonus Funded

	 	 	
$ Bonus Funded

	 	 	
% Bonus Funded

	 	 	
$ Bonus Funded

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	
< 75

	%	 	 	0	%	 	$	0	 	 	 	0	%	 	$	0	 	 	 	0	%	 	$	0	 
	 	75	%	 	 	25	%	 	$	477,894	 	 	 	25	%	 	$	477,894	 	 	 	50	%	 	$	955,788	 
	 	80	%	 	 	30	%	 	$	573,473	 	 	 	30	%	 	$	573,473	 	 	 	60	%	 	$	1,146,945	 
	 	85	%	 	 	35	%	 	$	669,052	 	 	 	35	%	 	$	669,052	 	 	 	70	%	 	$	1,338,103	 
	 	90	%	 	 	40	%	 	$	764,630	 	 	 	40	%	 	$	764,630	 	 	 	80	%	 	$	1,529,261	 
	 	95	%	 	 	45	%	 	$	860,209	 	 	 	45	%	 	$	860,209	 	 	 	90	%	 	$	1,720,418	 
	 	100	%	 	 	50	%	 	$	955,788	 	 	 	50	%	 	$	955,788	 	 	 	100	%	 	$	1,911,576	 
	 	105	%	 	 	60	%	 	$	1,146,945	 	 	 	60	%	 	$	1,146,945	 	 	 	120	%	 	$	2,293,891	 
	 	110	%	 	 	70	%	 	$	1,338,103	 	 	 	70	%	 	$	1,338,103	 	 	 	140	%	 	$	2,676,206	 
	 	115	%	 	 	80	%	 	$	1,529,261	 	 	 	80	%	 	$	1,529,261	 	 	 	160	%	 	$	3,058,521	 
	 	120	%	 	 	90	%	 	$	1,720,418	 	 	 	90	%	 	$	1,720,418	 	 	 	180	%	 	$	3,440,836	 
	 	125	%	 	 	100	%	 	$	1,911,576	 	 	 	100	%	 	$	1,911,576	 	 	 	200	%	 	$	3,823,152	 














 




Example Participant Award Calculation:







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 executive management Participant for the 2011 fiscal year in accordance with the terms of the Plan. Executive management, in its sole discretion, shall determine the amount of the Performance Awards for all other Participants. In determining the amount of and individual’s award, the Committee and executive management may consider such factors as an individual’s role in the company, level of responsibility, achievement of personal performance goals, and overall performance impact on company performance.


 


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.


 




  





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Exhibit A


PARTICIPANTS


2011 Annual Performance Award Policy as of Plan Approval Date








	
Position

	
Name

	  
	
EXECUTIVE MANAGEMENT

	  	  
	
CEO

	
O'Connell

	  
	
COO

	
Schuster

	  
	
CFO

	
Greeves

	  
	
General Counsel

	
Warren

	  
	
CTO

	
O'Toole

	  
	  	  	  
	
SENIOR VICE PRESIDENTS

	  	  
	
SVP Marketing

	
Frazier

	  
	
SVP Sales

	
Tully

	  
	
SVP Product Integration

	
Wallach

	  
	  	  	  
	
VICE PRESIDENTS

	  	  
	
VP CIO

	
Aleksiev

	  
	
VP Engineering

	
Alleyne

	  
	
VP International Sales

	
Colombi

	  
	
VP Legal

	
Connors

	  
	
VP Government Affairs

	
Dinh

	  
	
VP Business Development

	
Edmundson

	  
	
VP Human Resources

	
Galyean

	  
	
VP Information Services

	
Glanzmann

	  
	
VP Engineering Devel

	
Helmering

	  
	
VP Internal Financial Reporting

	
Housman

	  
	
MJ General Manager

	
Leibbrandt

	  
	
VP Ground Systems

	
Lipka

	  
	
VP Finance

	
Mayr

	  
	
VP Controller

	
Montgomery

	  
	
VP Space Systems Eng.

	
Morgan

	  
	
VP Operations

	
Peterson

	  
	
VP Financial Systems

	
Price

	  
	
VP Investor Relations

	
Scherago

	  
	
VP N.A. Sales

	
Wilt

	  





 


 


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