Exhibit 10.25





EXHIBIT 10.25




DigitalGlobe, Inc.




2011 EXECUTIVE SUCCESS SHARING PLAN




PART I. PLAN DESCRIPTION





	A.	 	THE PLAN







	 	1)	 	Purpose and Objectives. This document sets forth the DigitalGlobe, Inc. 2011
Executive Success Sharing Plan (the “Plan”) for the Company’s President and eligible,
non-commissionable Vice Presidents (including Senior Vice Presidents and Executive Vice
Presidents, but excluding non-executive vice presidents) (collectively “Executives”). A
key component of the business strategy of DigitalGlobe, Inc. (the “Company”) is to provide
incentives to attract and retain outstanding employees. The Plan is designed to recognize
overall Company success, departmental and team contributions, as well as to reward
individual contributions.







	 	2)	 	Participant Eligibility. An employee shall be eligible to participate in this
Plan (and thus be a “Participant”) if the Company classifies the individual as (i) having
been employed with the Company on or before October 1, 2011 as a regular full-time
non-commissionable Executive; and as (ii) continuously employed thereafter by the Company
through the bonus payment date and as not having given notice of intent to terminate
employment before the bonus payment date. Any employee who terminates employment with the
Company or provides notice of intent to do so before bonus payments are made is not
eligible to receive a bonus under the Plan. 







	 	(a)	 	Employees Hired Or Promoted During 2011 Plan Year. Employees who are
hired or promoted to a Plan-eligible position, between January 1, 2011 and October 1,
2011 will be eligible for a prorated bonus for the duration of their Plan participation
during 2011. Employees hired, or non-Participant employees promoted, into an otherwise
Plan-eligible position after October 1, 2011 are not eligible to participate in the
Plan. A Participant who is promoted from one bonus-eligible role to another between
the beginning of the 2011 Plan Year and October 1, 2011 will continue to be eligible
for a target bonus opportunity hereunder based on his or her former and new target
bonus opportunities (determined pursuant to Section I.B.2 below) prorated for such 2011
Plan Year.







	 	(b)	 	Change in Employment Status. In certain situations, employment status
may change mid-year from an otherwise eligible position to a non-eligible position
(such as a transition from full-time to part-time, change in employment
classification, leaves of absence, change to eligibility under another bonus plan, or
otherwise). Under these circumstances, the employee will be eligible for a prorated
bonus, prorated for the period of their Plan participation during 2011, subject to the
other conditions hereunder (including, without limitation, those specified in the last
sentence of the introductory language of this Section I.A.2).




 


 









 











	 	3)	 	Participant Ineligibility. No employee shall be eligible to receive a bonus
under the Plan if (i) he or she is not employed in good standing by the Company on the
bonus payment date, is not classified by the Company as an employee in its payroll records,
or otherwise does not satisfy all of the foregoing eligibility requirements to be a Plan
Participant; (ii) he or she has competed with the Company’s business during employment with
the Company or made plans to compete with such business following termination of
employment; or (iii) he or she has breached any agreement with or other obligation to the
Company or any Company policy.







	 	4)	 	Plan Termination or Amendment. The Plan will be in effect from January 1, 2011
through December 31, 2011, or such earlier date as the Plan may be terminated in the sole
discretion of the Company (the “2011 Plan Year”). No notice of Plan termination is
necessary. The Company also reserves the right to implement a new incentive bonus plan or
renew this Plan for future periods. Any such action shall be approved by the Compensation
Committee of the Board of Directors of the Company (the “Compensation Committee”). The
Company reserves the right to amend or discontinue this Plan at any time. The Plan may
only be amended by resolution duly adopted by the Compensation Committee. Participation in
this Plan is not a guarantee of receipt of any bonus or LTI Award hereunder, or of
participation in future Company incentive plans.







	 	5)	 	Discretionary Adjustments.







	 	(a)	 	The provisions of Sections B and C below of this Part I are guidelines only.
Notwithstanding those sections or any other provisions of this Plan, any bonus targets,
percentages, awards, payment amounts or other bonus-related provisions (except for the
deadline of March 15, 2012 for bonus payments, if any) may be modified at any time, in
whole or in part, in the Company’s discretion (including without limitation by reducing
target bonus percentages or bonus payments otherwise payable under the Plan), subject
to the approval of the Compensation Committee.







	 	(b)	 	Without limiting the foregoing in any way, as of the date of issuance of this
Plan, the Company’s Consolidated Revenue and A-EBITDA (each as defined in Section I.B.6
below) for 2011 depend in part on budgetary funding by the U.S. Government of the
EnhancedView Contract. Should there be any material deviation from the current
contractual funding profile or change in any other contractual commitment that results
in a material impact on Consolidated Revenue and A-EBITDA, the Company reserves the
right in its
discretion to make (or not make) adjustments (whether increases, decreases or other
modifications) as it deems appropriate in order to better achieve the objectives of the
Plan in light of such contingencies, including without limitation to applicable bonus
targets, percentages, awards, payment amounts or other bonus-related provisions (except
for the deadline of March 15, 2012 for bonus payments, if any). Again, these are
examples only and do not limit the provisions of Section I.A.5.a in any way.




 


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	B.	 	CASH BONUS AWARDS







	 	1)	 	Bonus Award Composition and Performance Targets. The intent of the Plan is to
motivate Participants to achieve specified goals of the Company by rewarding for annual
Company performance, as well as for maintenance of positive growth trends in the Company’s
business throughout the year, and for individual performance.







As such, 70% of a Participant’s target bonus opportunity will be based on the achievement of
performance goals for each of two performance metrics (each, a “Metric” and together, the
“Metrics”): (1) Consolidated Revenue; and (2) A-EBITDA. The performance goals will be
approved by the Compensation Committee in its discretion. The remaining 30% of a
Participant’s target bonus opportunity will be based on the Participant’s achievement of
various individual performance criteria (the “MBOs”).




As discussed further in Section I.B.3 below, a Participant is eligible to receive a reduced
bonus (i.e., less than 70% of his or her target bonus opportunity) if actual Company
performance with respect to one or both of the Metrics is less than the Target for such
Metric(s), provided that in order for any Metric to pay out, the Company must achieve the
minimum “Threshold” level of performance (below “Target” levels) for such Metric.
Alternatively, a Participant is eligible for an enhanced bonus for above-Target performance
up to a maximum level of “High” performance. Applicable Threshold, Target and High
performance levels for each of the Metrics for 2011 are as follows (subject to adjustment as
provided in Section I.A.5 above):



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Threshold	 	 	Target	 	 	High	 
	Performance Level	 	(80% of Target)	 	(100% of Target)	 	 	(120% of Target)	 
	Consolidated Revenue
	 	$290.535 million	 	$363.169 million	 	$435.803 million
	A-EBITDA
	 	$199.149 million	 	$248.936 million	 	$298.723 million







With respect to the 30% of the target bonus opportunity that is based on MBO achievement,
the MBOs for 2011, actual performance relative to those MBOs, and payout for a given level
of MBO achievement, will be determined by the
Company’s Chief Executive Officer (“CEO”), subject to the review and approval of the
Compensation Committee.


 


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	 	2)	 	Target Bonus Opportunity. Each Participant is eligible to receive a target
bonus opportunity, expressed as a percentage of Base Salary, depending upon the
Participant’s Tier, as set forth below:






	 	 	 	 	 
	 	 	TARGET BONUS OPPORTUNITY	 
	LEVEL	 	(expressed as a percentage of Base Salary)	 
	Executive Tier III
	 	 	60	%
	Executive Tier II
	 	 	50	%
	Executive Tier I
	 	 	40	%







	 	3)	 	Payout Opportunities.







	 	(a)	 	Portion Based on Consolidated Revenue and A-EBITDA. A portion of a
given Participant’s bonus opportunity is payable based on the level of achievement for
each Metric, as set forth in the table below; provided, however, that in order for any
bonus to be payable on a particular Metric, the minimum Threshold of 80% of Target (as
set forth in the table above) must be met for that Metric. The following table
demonstrates the bonus payout (in each case as a percentage of a Participant’s target
bonus opportunity) at various levels of achievement of the Metrics:1






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Bonus Opportunity as a Percentage of a Participant’s	 
	 	 	Target Bonus Opportunity, Based on Various	 
	 	 	Performance Metric Achievement Levels	 
	 	 	Threshold	 	 	Target	 	 	High	 
	 	 	Performance	 	 	Performance	 	 	Performance	 
	Components	 	(80% of Target)	 	 	(100% of Target)	 	 	(120% of Target)	 
	CONSOLIDATED REVENUE
	 	 	17.5	%	 	 	35	%	 	 	70	%
	A-EBITDA
	 	 	17.5	%	 	 	35	%	 	 	70	%
	TOTALS
	 	 	35	%	 	 	70	%	 	 	140	%







	 	*	 	To illustrate the foregoing provisions, if a Participant achieves Target-level
performance on all Metrics, he or she will be eligible to receive an aggregate bonus
for such performance equal to 70% of his or her target bonus opportunity. By
contrast, if a Participant achieves Threshold-level performance or High-level performance, respectively, on all Metrics, he or she will
be eligible to receive a bonus for such performance equal to 35% or 140%,
respectively, of his or her target bonus opportunity. This is in addition to
whatever bonus payout, if any, the Participant may earn based on his or her level of
MBO achievement.







 





	 	 	 
	1	 	This chart applies to all Participants regardless of
whether they are in the commercial, defense and intelligence or some other area
of the Company.




 


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	 	*	 	 As discussed further below, in the event that achievement levels vary across the
Metrics, a Participant’s bonus eligibility will be determined based on the
achievement level for each distinct Metric, respectively. For example, if
Consolidated Revenue is at the High performance level and A-EBITDA is at Target, a
Participant’s bonus eligibility will be 105% of his or her target bonus opportunity
based on such components (i.e., 70% for Consolidated Revenue + 35% for A-EBITDA), in
addition to whatever MBO-based bonus payout the Participant also may earn (if any).

	 
	 	*	 	 If the Company achieves between 80% and 100% of Target for a given Metric, every
1% increase in achievement over 80% will increase the total bonus payable for that
Metric by 5% of the Threshold payout for that Metric. For example, in the event of
achievement of 91% of Target Consolidated Revenue, the bonus payable for
Consolidated Revenue achievement (as a percentage of a Participant’s target bonus
opportunity) would be 27.125% (calculated as 17.5% + (17.5% x 5% x (91% — 80%))).
As another example, in the event of achievement of 98% of Target A-EBITDA, the bonus
payable for A-EBITDA achievement (again, as a percentage of a Participant’s target
bonus opportunity) would be 33.25% (calculated as 17.5% + (17.5% x 5% x (98% -
80%))).

	 
	 	*	 	 For achievement of between 100% and 120% of Target for a given Metric, every 1%
increase in achievement over 100% will increase the total bonus payable for that
Metric by 5% of the Target payout for that Metric. For example, in the event of
achievement of 115% of Target Consolidated Revenue, the bonus payable for
Consolidated Revenue achievement (as a percentage of a Participant’s target bonus
opportunity) would be 61.25% (calculated as 35% + (35% x 5% x (115% — 100%))).







	 	(b)	 	Portion Based on MBOs. As stated, 30% of a Participant’s target bonus
opportunity will be based on the Participant’s achievement of his or her MBOs. Actual
payout may range from a minimum of 0% up to a maximum of 60% of the target bonus
opportunity, depending on MBO performance.







	 	(c)	 	Maximum Payout Opportunity. The maximum total bonus award payable
under this Plan is 200% of the target bonus opportunity, payable upon achievement of
120% of the Target goal for each of the Metrics, and the maximum level of performance
on the MBOs. Under no circumstances shall a Participant’s total bonus payments under
this Plan exceed 200% of his or her target bonus opportunity.




 


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	 	4)	 	Sample Calculations.

	 
	 	 	 	The following table demonstrates the potential payout of this Plan using several different
scenarios, solely for illustration purposes:






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	EXAMPLE 1:	 	 	 	 	 	 	 
	 	 	Company Achieves	 	 	 	 	 	 	 
	 	 	80% of Target	 	 	 	 	 	 	 
	 	 	Consolidated	 	 	EXAMPLE 2:	 	 	EXAMPLE 3:	 
	 	 	Revenue, A-EBITDA	 	 	Consolidated Revenue	 	 	Consolidated Revenue at	 
	 	 	Achievement at 80%	 	 	at 75% of Target, A-	 	 	117% of Target, A-EBITDA at	 
	Factors	 	of Target, MBO	 	 	EBITDA at 100%, MBO	 	 	120%, MBO Achievement at	 
	Included in	 	Achievement at	 	 	Achievement Below	 	 	High Performance (as	 
	Bonus	 	Target (as determined	 	 	Target (as determined	 	 	determined by the	 
	Calculation	 	by the Company)	 	 	by the Company)	 	 	Company)	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Base Salary
	 	$100,000	 	 	$100,000	 	 	$100,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Individual Target
Bonus Opportunity %
	 	 	40%	 	 	 	40%	 	 	 	40%	 
	Individual Target
Bonus Opportunity $
(at Overall
Target performance)
	 	$40,000	 	 	$40,000	 	 	$40,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	$26,000	 	 	$14,000	 	 	$77,900	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Individual Bonus
Award*
	 	 	(i.e., $40,000 x 65%, 
calculated as 17.5% 
(Consolidated Revenue) 
+ 17.5%   (A-EBITDA) + 
30% (MBO))	 	 	 	(i.e., $40,000 x 35%, 
calculated as 0% 
(Consolidated Revenue) + 
35% (A-EBITDA) + 0% 
(MBO)2)	 	 	(i.e., $40,000 x 194.75%, 
calculated as 64.75% 
(Consolidated Revenue = 35% 
+ (35% x 5% x (117% - 100%))) 
+ 70% (A-EBITDA)
+ 60% 
(MBO))	 








	 	 	 
	*	 	 All potential payout amounts in examples are based on the assumption that an employee was
employed with DigitalGlobe on or preceding January 1, 2011 and was a Participant as of that
date. Bonus calculations for employees hired after
January 1, 2011, or who otherwise become Participants after that date, or who cease being
Participants at some point during the 2011 Plan Year after January 1, 2011, will be reflective
of the Base Salary earnings for the applicable duration of employment in the 2011 Plan Year
during which the employee is a Participant.






 




	 	 	 
	2	 	In this example, below-Target MBO achievement results
in no payout on the MBO component of the potential bonus award. As stated,
whether and to what extent below-Target MBO performance results in any bonus
payout is entirely discretionary.



 


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	 	5)	 	Bonus Payment. Any bonus that becomes payable under this Plan to a Participant
will be paid as described above no later than March 15, 2012 for the 2011 Plan Year.







	 	6)	 	Definitions.







	 	(a)	 	“Base Salary” means an employee’s total gross earned base salary for
calendar year 2011, subject to Section I.A.2.a above. Base Salary does not include pay
for commissions, overtime, shift differential, or any other premiums, bonuses, or
incentive compensation or expense reimbursements, or disability, paid leaves, or other
similar benefits, but does include amounts deferred by the employee under the Company’s
“401(k)” plan or contributed on a pre-tax basis under the Company’s “cafeteria” plan.
For purposes of calculating a bonus (if any) that becomes payable hereunder to an
employee who is a Participant for only part of the 2011 Plan Year, such Participant’s
Base Salary shall be deemed prorated based on the portion of the 2011 Plan Year during
which such employee was a Participant.







	 	(b)	 	“A-EBITDA” means Net Income or Loss adjusted for depreciation and
amortization, net interest income or expense, income tax expense (benefit), loss on
disposal of assets, restructuring, loss on early extinguishment of debt, bonus expense,
non-cash stock compensation expense, EnhancedView deferred revenue and amortization of
pre-FOC payments related to NextView; as such calculation may be adjusted in the
Company’s discretion.







	 	(c)	 	“Net Income or Loss” means the consolidated net income or net loss of
the Company and its subsidiaries for calendar year 2011 as determined by the Company in
accordance with Generally Accepted Accounting Principles.







	 	(d)	 	“Consolidated Revenue” means the consolidated revenue of the Company
and its subsidiaries for calendar year 2011 as determined by the Company in accordance
with Generally Accepted Accounting Principles.







	C.	 	LONG TERM INCENTIVES







	 	 	In addition to the cash bonus provided for above, Participants in this Plan are eligible for
Long Term Incentive awards (“LTI Awards”). While the granting, amount (if any) and other terms
and conditions of LTI Awards remain discretionary, the Company’s general intent is as follows:







	 	1)	 	Scope. The Company’s present intention is to make an LTI Award following the
2011 Plan Year to each Participant who, in the Company’s judgment, achieves satisfactory
overall performance during 2011.




 


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	 	2)	 	Annual Target Value and Composition. The value of any Participant’s LTI Award
target depends on his or her Executive Tier and will be communicated separately to such
Participant. The Company’s present expectation is that approximately 30% of the LTI Award
value would be granted in the form of restricted stock shares and the remaining 70% of the
LTI Award value granted in the form of stock options. The Company reserves the right in
its discretion to grant other values, forms or compositions of LTI Awards. Any LTI Award
granted to a given Participant pursuant to some other plan or program of the Company will
also be governed by the terms and conditions of such plan or program (including without
limitation, as applicable, the DigitalGlobe, Inc. 2007 Employee Stock Option Plan) and any
applicable award agreement or notice, each as in effect or amended from time to time in the
Company’s discretion (collectively, the “Award Documentation”). All LTI Awards are subject
to approval by the Compensation Committee. The granting of an LTI Award hereunder to any
given Participant does not entitle any other Participant(s) to an LTI Award, regardless of
whether such other Participant(s) receive any cash bonus under this Plan.







	 	3)	 	Grant Date. Any LTI Award that the Company elects to grant to a given
Participant under this Plan for the 2011 Plan Year will be granted no later than March 15,
2012.







	 	4)	 	Vesting. Any LTI Award granted hereunder shall be eligible to vest in four
equal successive increments on each of the first four successive annual anniversaries of
the grant date of the award (i.e., 25% will be eligible to vest on the first anniversary of
the grant date, and another 25% on each of the second, third and fourth anniversaries of
the grant date). Unless otherwise stated in the Award Documentation for a given LTI Award,
a Participant must be actively employed on a given vesting date in order to be eligible for
his or her LTI Award (or any applicable portion thereof) to vest, and any unvested LTI
Award (or portion thereof) as of a Participant’s separation from employment shall be null
and void. Other terms and conditions of the LTI Award, such as any provisions for
accelerated vesting (if any) upon certain instances of separation from employment or other
circumstances, shall be set forth in the applicable Award Documentation for such LTI Award.






PART II. MISCELLANEOUS





	A.	 	PLAN ADMINISTRATION

	 
	 	 	The Compensation Committee is responsible for the administration and management of the Plan and
shall have all powers and duties necessary to fulfill its
responsibilities including, but not limited to, the discretion to interpret and apply the Plan
and to determine all questions relating to eligibility for benefits. The Compensation Committee
may in its discretion, at any time and from time to time, delegate any and all of its authority
and responsibilities under the Plan to such person(s) or committee(s) as the Compensation
Committee may designate, and may terminate or change any such delegation made, in whole or in
part, at any time and from time to time. The Compensation Committee and its delegates shall
have the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms
in any fashion they deem to be appropriate in their sole and absolute discretion, and to make
any findings of fact needed in the administration of the Plan. All determinations of the
Compensation Committee or its delegate shall be binding on all persons if taken in good faith.




 


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	B.	 	ENTIRE STATEMENT







The Plan, including all documentation referred to herein, is a complete and exclusive statement
of the Plan’s terms. This Plan supersedes all prior communications, oral or written, concerning
this subject matter. Any provision of the Plan that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.




	C.	 	NO EMPLOYMENT AGREEMENT







This Plan is not to be construed as an employment agreement and in no way limits the right of
the Company to terminate the employment of any Participant at any time, with or without cause or
advance notice. Each Participant’s employment with the Company is, and continues to be,
“at-will” with either party having the right to terminate the employment relationship at any
time, with or without cause or advance notice. By participating in the Plan, each Participant
acknowledges his or her at-will employment status and that such at-will status only may be
changed by a written agreement signed by the Participant and the Company’s CEO. Except to the
extent governed by federal law, the Plan is governed by the laws of the State of Colorado,
excluding choice of law principles.




	D.	 	ISSUE RESOLUTION







In the event that there is a dispute between the Company and a Participant arising under or
relating to this Plan, including but not limited to any dispute over any compensation alleged to
be due, further including, but not limited to, disputes concerning the Participant’s bonus or
LTI Award (or lack thereof), the Participant will promptly bring such dispute to the attention
of the Company’s General Counsel or VP Human Resources. The Participant and the Company shall
use their commercially reasonable efforts to resolve any such dispute on an informal basis. In
the event the dispute cannot be resolved informally, the Participant and the
Company agree to resolve the dispute exclusively through binding arbitration in Longmont,
Colorado (or in such other place to which the parties agree) before a single arbitrator in
accordance with the JAMS Employment Arbitration Rules and Procedures (as in effect or amended
from time to time), except as set forth below, and in accordance with the laws of the State of
Colorado. Each party will pay their own costs associated with such arbitration, including, but
not limited to, cost of legal counsel. The arbitrator shall have no power to modify the
provisions of this Plan, or to make an award or impose a remedy that is not available to a court
of general jurisdiction sitting in Denver, Colorado or that was not requested by a party to the
dispute, and the jurisdiction of the arbitrator is limited accordingly. The arbitrator’s
decision or award shall be final and binding, and judgment thereupon may be entered in any
Colorado or other court having jurisdiction thereof. Notwithstanding the foregoing: (i) either
party may in such party’s respective discretion seek temporary or preliminary injunctive relief
in any court of competent jurisdiction in order to preserve the status quo or avoid irreparable
harm pending arbitration; and (ii) if and to the extent required by Section 8116 of the 2010
Department of Defense Appropriations Act, Pub. L. No. 111-118, 123 Stat. 2409 (2009), the
provisions of this Section II.D shall not apply to or be enforced by the Company with respect to
any claim by a Participant under Title VII of the Civil Rights Act of 1964, as amended, or any
tort claim by a Participant related to or arising out of sexual assault or harassment, including
all such claims for assault and battery, intentional infliction of emotional distress, false
imprisonment, or negligent hiring, supervision, or retention.


 


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	E.	 	TAX WITHHOLDING







The Company may withhold from any payments made under this Plan all applicable taxes and other
withholdings including, but not limited to, Federal, state and local income, employment and
social insurance taxes, as it determines are required or permitted by law. All amounts paid to
Participants under this Plan will be treated as compensation, and each Participant agrees to
such treatment by accepting a payment under the Plan. The Company cannot guarantee the tax
treatment of any payments under the Plan and each Participant agrees that he or she, and not the
Company, shall be liable for any excise taxes, penalties, or interest imposed on the
Participant.




	F.	 	SECTION 409A







This Plan is not intended to provide “nonqualified deferred compensation” within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and shall be
administered and interpreted in accordance with such intent. The payment(s), if any, made under
this Plan to any Participant are intended to be exempt from Section 409A to the maximum extent
possible as short-term deferrals pursuant to Treasury regulation section 1.409A-1(b)(4).
Notwithstanding the foregoing, under no circumstances shall the Company be
responsible for any taxes, penalties, interest or other losses or expenses incurred by a
Participant due to any noncompliance with Section 409A.




	G.	 	SOURCE OF PLAN ASSETS






The Plan shall be unfunded. Payments under the Plan shall be made from the general assets of the
Company. To the extent any Participants have any right to payments under the Plan, such
Participants shall be general unsecured creditors of the Company. No Participant shall have any
right, title, claim or interest in or with respect to any specific assets of the Company or any of
its affiliates in connection with the Participant’s participation in the Plan.


 


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