EX-10.1










Unica Corporation

FY 2010 Executive Bonus Plan




I. Purpose of the Executive Bonus Plan



Unica Corporation (the “Company” or “we”) has established the FY 2010 Executive Bonus Plan (the
“Plan”) to reward eligible participants (“Participants” or “you”) for their contributions to the
success of the Company. The Plan is effective October 1, 2009 through September 30, 2010. The
Plan supersedes and cancels all previous plans and programs relating to corporate bonus payments.
We may modify all or any portion of the Plan at any time, which may result in the revision of the
entire Plan.



The principal objectives of the Plan are as follows.




	 	A.	 	To ensure appropriate recognition of your contributions to the success of the Company.






	 	B.	 	To support the Company’s success by rewarding your performance that leads to increased
profitability for the Company.






	II.	 	Target Bonus





If you are eligible for the Executive Bonus Plan, you will be assigned a target bonus amount (as a
percentage of your base salary) by the Compensation Committee of the Board of Directors. You will
be eligible to earn a bonus of up to 150% of your target bonus based on our profitability
achievement and your individual performance.




	III.	 	Bonus Determination





Overall


The amount of your overall bonus will be based primarily on our Non-GAAP Operating Income (“Op
Inc”) achievement against an internal target Op Inc for FY2010. The bonus will be funded on a
straight-line basis beginning at 50% of our FY2010 Plan Op Inc, up to a maximum of 150% (e.g., 75%
Op Inc achievement would make you eligible for an aggregate bonus of up to 75% of your target
bonus). If we achieve less than 50% of our FY2010 plan, then you will not be eligible for a bonus.
Based on your individual performance during the year your bonus may increase or decrease (see
“Individual Performance” below).



Quarterly Payments


Bonus payments will be paid quarterly up to the maximum percentages listed below if we achieve 50%
or greater of our year-to-date (YTD) Op Inc target for such quarter, provided that we must have at
least break-even Op Inc in Q1 in order to achieve a bonus payment in Q1. Payments for any quarter
will be made on a one-time, lump-sum basis in the payroll cycle following the public announcement
of earnings for that quarter.




	 	 	The specific calculation for each quarterly payment is determined as follows:





	 	 	 
	Q1 Payment:
	 	If we achieve break-even Op Inc or better for Q1, you will be

eligible to receive 20% of your target bonus.

 

	Q2 Payment:
	 	If we achieve 50% or greater of the YTD Op Inc target for the

first two quarters of FY 2010, then you will be eligible to

receive an amount equal to (a) the corresponding percentage of

Op Inc target achieved (up to a maximum of 100%) of 40% of

your target bonus, minus (b) the amount of your Q1 Payment, if

any. 

 

	Q3 Payment:
	 	If we achieve 50% or greater of the YTD Op Inc target for the

first three quarters of FY 2010, then you will be eligible to

receive an amount equal to (a) the corresponding percentage of

Op Inc target achieved (up to a maximum of 100%) of 60% of

your target bonus, minus (b) the sum of your Q1 Payment and

your Q2 Payment, if any.

 

	Final Payment:
	 	If we achieve 50% or greater of the full year Op Inc. target,

then you will be eligible to receive a final bonus payment

after our fourth fiscal quarter in an amount equal to (a) the

corresponding percentage of Op Inc target achieved (up to a

maximum of 150%) of your target bonus, minus (b) the sum of

your Q1 Payment, Q2 Payment and Q3 Payment, if any.

 








	 	 	Individual Performance





Your individual performance during FY2010 will impact your bonus in two ways:




	 	1.)	 	in order to be eligible for any bonus payments, you must be an employee in good
standing and must not be on a performance improvement plan; and






	 	2.)	 	your Final Payment may be increased or decreased based upon your individual performance
against your stated goals and objectives during the year.






	IV.	 	Non-GAAP Operating Income





Non-GAAP Operating Income (Op Inc) is a financial measure of the Company’s operating profitability.
Specifically, for purposes of this Plan, Op Inc is calculated as our total revenue, minus total
operating expenses and cost of goods sold, including payments under this Plan (up to 100% funding),
but excluding share-based compensation expense, amortization of intangible assets and any other
extraordinary items determined by the Compensation Committee. Non-GAAP Operating Income is
determined by the finance department of the Company, as approved by the CFO, provided that the
exclusion of any extraordinary items is subject to Compensation Committee approval. In addition,
the Op Inc target may be adjusted (i.e. increased or decreased as appropriate) by the Compensation
Committee in its discretion to account for any extraordinary items such as an acquisition by Unica
which was not accounted for at the time the original target was set. In the event the Op Inc
target is adjusted pursuant to this section, the bonus calculations will be adjusted against the
new target Op Inc going forward, however, retroactive adjustments against past payouts will not be
made.



IV. Eligibility for a Bonus



You are eligible for a bonus under this Plan if:




	 	•	 	you are a current executive employee and do not participate in another bonus,
commission, or incentive program; or






	 	•	 	you became a new executive employee during any quarter during the fiscal year.





If you are hired during the year, you will be eligible under this Plan beginning the quarter of
your hire date and your target bonus amount shall be calculated on a pro-rata basis as follows:




	 	•	 	Bonus is pro-rated according to the length of time you performed in the designated role
during the quarter; and






	 	•	 	If you are hired during the last month of the quarter, you are not eligible until the
following quarter.





If you are on a Leave of Absence (LOA) for more than 30 days in a respective quarter, you will be
ineligible for a bonus payment for that quarter, subject to applicable local laws.



General Terms and Conditions




	1.	 	At-Will Employment





Nothing in this plan shall be construed to create or imply a contract of employment for a term
between any Plan Participant and the Company or any of its subsidiaries. The Company reserves the
right to terminate the employment of, or the participation in the Plan of, any Plan Participant at
any time without cause.



2. Changes to Plan



The Company at its sole discretion may publish revisions to the Plan. Such revisions shall govern
the operation of the Plan for all Participants. No revisions or modification to the Plan shall be
effective unless approved in writing by the Compensation Committee.



3. Disputes



The Company’s CEO will make recommendations to the Compensation Committee of the Board of Directors
with respect to disputes arising out of the administration and/or interpretation of this Plan, who
will make all final decisions on the determination of bonus payments in accordance with the Plan.



4. Termination of Employment



A Participant whose employment terminates for reasons of death or disability (as defined in
Treasury Regulation Section 1.409A-3(i)(4)) will be eligible for a prorated award based upon the
number of months of eligibility completed during the plan year. Subject to applicable local laws,
a Participant who voluntarily resigns or is terminated by the Company will not be eligible for a
bonus if they are not employed on the date of payment.



5. Withholding Taxes, Etc.



Bonus payments are subject to all applicable deductions, withholdings, and benefit elections.