exv10w13




Exhibit
10.13 



LoopNet, Inc.

Incentive Bonus Plan




1. Purpose



The
purpose of this Incentive Bonus Plan (the “Plan”) of
LoopNet, Inc. (the “Company”) is to: (i) enhance stockholder value by
promoting strong linkages between employee contributions and Company performance; (ii) drive
superior performance to support the achievement of the corporate and strategic business objectives
of the Company as established by the Board of Directors of the Company; (iii) align, motivate
and reward eligible employees by making a portion of their cash compensation dependent on the
achievement of these objectives; and (iv) to seek to retain key executives.




2. Effective Date



The Plan is effective as of February 2, 2011 and shall continue in effect until modified or
terminated by the Compensation Committee of the Company’s Board of Directors (the “Compensation
Committee”). Unless otherwise determined, the Plan shall be administered on an annual basis
effective each fiscal year and beginning on January 1 and continuing through December 31 (each a
“Plan Year”). This Plan supersedes all prior bonus or commission incentive plans with respect to
the employees eligible to participate in the Plan or any written or verbal representations
regarding the subject matter of the Plan.




3. Administration





	(a)	 	The Plan shall be administered by the Compensation Committee. The Compensation Committee
shall have all powers and discretion necessary or appropriate to administer the Plan and to
control its operation, including, but not limited to, the power to (i) determine which
employees are eligible to participate in the Plan,
(ii) prescribe the terms and conditions of the bonuses that
participants are eligible to receive, subject to the satisfaction of
the terms and conditions applicable to such bonuses, as set forth or
otherwise established pursuant to the terms of the Plan (the “Bonuses”), (iii)
determine the extent of the achievement of any corporate or
individual performance criteria applicable to the Bonuses and the
amount of any Bonuses, (iv) adopt rules for the
administration, interpretation and application of the Plan as are
consistent with the terms of the Plan, and
(v) interpret, amend or revoke any such rules. The Company’s Chief Executive Officer will be
responsible for implementing the Plan to the extent authorized by the
Compensation Committee.
	 
	(b)	 	All determinations and decisions made by the Compensation Committee, the Board, and any
delegate of the Compensation Committee pursuant to the provisions of the Plan shall be final,
conclusive, and binding on all persons, and shall be given the maximum deference permitted by
law.
	 
	(c)	 	The Compensation Committee, in its sole discretion and on such terms and conditions as it may
provide, may delegate all or part of its authority and powers under the Plan to one or more
directors and/or officers of the Company.




 









 











4. Eligibility



Each of the Chief Executive Officer, President and Chief Operating Officer, Chief Financial
Officer, Chief Strategy Officer , Chief Technology Officer, Senior Vice President and Group General
Manager, Marketplace Verticals, Senior Vice President, Product and Business Development, and Senior
Vice President, Sales and Service, or other employee designated by the Compensation Committee may be eligible to participate in this Plan, provided he or she is designated by the
Compensation Committee as a participant and the Compensation Committee has not, in its sole
discretion, withdrawn such designation (a “Participant”) and he or she meets all the following
conditions:





	(a)	 	is a full-time regular employee of the Company as of the last day of a Plan Year;
	 
	(b)	 	has not entered into an agreement relating to termination of his or her employment with the
Company (other than an employment agreement or offer letter, change of control agreement, or
equity compensation agreement that provides for certain benefits in connection with the
Participant’s future termination of employment); and
	 
	(c)	 	is not subject to disciplinary actions, is in good standing with the Company and is not
subject to a performance improvement plan.





5. Performance Criteria



The Compensation Committee shall determine the actual amounts of Bonuses by considering the
Company’s progress toward achieving certain corporate and strategic business objectives established
for the Plan Year and the Participant’s individual performance and contribution to the Company.
Corporate objectives may include, but shall not be limited to, revenue and earnings before
interest, taxes, depreciation, amortization and stock based compensation (“adjusted EBITDA”), as
well as progress toward achieving certain longer term strategic corporate objectives identified by
the Company’s Board of Directors. To the extent it determines that targeting of specific corporate objectives and
individual business objectives for Participants as a whole, for groups of Participants or a
Participant individually would be desirable in supporting and guiding the Participants and or in
administering the Plan, the Compensation Committee may, but is not required to, establish Company,
unit or individual performance objectives (each type of performance objective, a “Performance
Objective”). If the Compensation Committee determines to establish such target Performance
Objectives, Participants will be provided with a summary of the target Performance Objectives.
Subject to Section 6(d) below, achieving, exceeding or failing to obtain any such Performance
Objectives shall be taken into account in determining the actual amounts of Bonuses.




6. Bonus Metrics





	(a)	 	Each Participant will be eligible for payment of a Bonus equal to a percentage of
Participant’s Base Salary (as defined below) (“Bonus Percentage”).
	 
	(b)	 	Base salary is the Participant’s base salary actually paid to the Participant for the
applicable Plan Year (“Base Salary”); provided that if a Participant has a paid leave of
absence of any length during the Plan Year, the salary paid to the Participant during such




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	 	 	leave of absence will not be included in Base Salary. Nothing in the Plan, or arising as a
result of a Participant’s participation in the Plan, shall prevent the Company from changing
a Participant’s Base Salary at any time based on such factors as the Company shall in its
discretion determine appropriate.
	 
	(c)	 	Bonuses will be determined as a target percentage of Base
Salary as determined by the Compensation
Committee according to such factors as the Compensation Committee, in its sole discretion,
deems appropriate, including achievement of any Performance
Objectives by the Company on its long term strategic objectives and
individual Participant performance, as well as competitive market data and historical Company compensation.
Subject to Section 6(d) below, the range of potential Bonus Percentages for the following Participants are as
follows:








	 	•	 	Chief Executive Officer and President and Chief Operating Officer: Target 30% of
Base Salary to 80% of Base Salary
	 
	 	•	 	Chief Financial Officer: Target 30% of Base Salary to 60% of Base Salary
	 
	 	•	 	Senior Vice President, Sales and Service: Target 25% of Base Salary to 60% of Base
Salary
	 
	 	•	 	Chief Strategy Officer, Chief Technology Officer, Senior Vice President, Products
and Business Development and Senior Vice President, General Manager of Marketplace
Verticals: Target 25% of Base Salary to 50% of Base Salary
	 
	 	•	 	All other Participants: As established by the Chief Executive Officer.






	(d)	 	Notwithstanding the establishment of Bonus Percentages or Performance Objectives, if any, the
Compensation Committee has full and complete discretion to determine to pay less than the full
amount (including paying zero percent) or more than the full amount of a Bonus based on the
applicable Bonus Percentage and actual results against Performance Objectives.
	 
	(e)	 	Bonuses shall be unsecured, unfunded obligations of the Company. All Bonuses shall be paid
in cash from the general assets of the Company. To the extent they have any rights under the
Plan, Participants’ rights shall be those of general unsecured creditors of the Company.
	 
	(f)	 	In the event Participant’s employment with the Company terminates for any reason prior to the
last day of the applicable Plan Year, including without limitation as a result of a
Participant’s death, his or her participation in the Plan will cease and the Participant shall
be entitled to no payment under this Plan.





7. Timing and Form of Payment of Bonuses



Subject to the terms and conditions of the Plan, Bonuses shall be paid as soon as practicable after
completion of the Company year-end audit for each applicable Plan Year; provided however that any
amount of Bonus earned with respect to the Plan Year shall be paid on or before March
15th






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of the year following the applicable Plan Year. Bonus payments under the Plan shall be made in
cash.




8. Plan Changes; No Entitlement



The Compensation Committee may at any time amend, suspend, or terminate the Plan, including
amending any aspect of the Bonuses and may amend the Plan so as to ensure that no amount paid or to
be paid hereunder shall be subject to the provision of Internal Revenue Code Section 409A(a)(1)(B).
Nothing in the Plan is intended to create an entitlement to any employee for any incentive payment
hereunder.




9. General Provisions





	(a)	 	Tax Withholding. The Company shall withhold all
applicable taxes and any other required deductions from any Bonus,
including any federal, state and local taxes.
	 
	(b)	 	No Effect on Employment or Service. Nothing in the Plan shall interfere with or
limit in any way the right of the Company to terminate a Participant’s employment or service
at any time, with or without cause. Employment with the Company is on an at-will basis only.
The Company expressly reserves the right, which may be exercised at any time, to terminate any
individual’s employment with or without cause without regard to the effect it might have upon
him or her as a Participant under this Plan.
	 
	(c)	 	Nontransferability of Awards. No award granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, or
by the laws of descent and distribution. All rights with respect to an award granted to a
Participant shall be available during his or her lifetime only to the Participant.
	 
	(d)	 	Severability. In the event any provision of the Plan shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the remaining parts of
the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.
	 
	(e)	 	Governing Law. The Plan and all awards shall be construed in accordance with and
governed by the laws of the State of California, but without regard to its conflict of law
provisions.
	 
	(f)	 	Entire Agreement. The Plan, and any resolutions of the Compensation Committee adopting the Plan, is the entire understanding between the Company and the employee
regarding the subject matter of the Plan and supersedes all prior bonus or commission
incentive plans or any written or verbal representations regarding the subject matter of the
Plan. Participation in the Plan during the Plan Year will not convey any entitlement to
participate in this or future plans or to the same or similar bonus benefits. Payments under
the Plan are an extraordinary item of compensation that is outside the normal or expected
compensation for the purpose of calculating any extra benefits, termination, severance,
redundancy, end-of-service premiums, bonuses, long-service awards, overtime premiums, pension
or retirement benefits or other similar payment.






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