exv10w1






Exhibit 10.1




NETEZZA CORPORATION




Fiscal 2011 Executive Officer Incentive Bonus Plan




     1. Purpose. The purpose of this Fiscal 2011 Executive Officer Incentive Bonus Plan of
Netezza Corporation (the “Company”) is to enhance the Company’s ability to attract, retain and
motivate executive officers of the Company and to tie a significant portion of the compensation of
executive officers to the attainment of corporate success, thus aligning the incentives of the
executive officers with the creation of value for the stockholders of the Company.



     2. Eligibility. All of the Company’s executive officers, within the meaning of Rule
3b-7 under the Securities Exchange Act of 1934 (the “Participants”), are eligible to receive bonus
payments under this Plan. As of the date of adoption of this Plan,
Jim Baum, Pat Scannell, Patricia Cotter, David Flaxman and Ray Tacoma are Participants in this Plan. If additional persons become
executive officers of the Company during the fiscal year ending January 31, 2011 (“Fiscal 2011”),
they may be added as Participants in this Plan, at the discretion of the Compensation Committee.
Except as is otherwise determined by the Compensation Committee, in order to be eligible to receive
a bonus payment under this Plan, the Participant must be employed by the Company as of the time the
Company first publicly reports its financial results for the fiscal year or fiscal quarter, as
applicable, based upon which the bonus payment is determined.



     3. Period Covered by Plan. This Plan covers Fiscal 2011. Bonus payments for Messrs.
Baum and Scannell will be based on Revenue and Adjusted Operating Income (each as defined below)
for Fiscal 2011. Bonus payments for Ms. Cotter and Mr. Flaxman will be based in part on the
achievement of specified personal objectives relating to Company, departmental and personal
performance in Fiscal 2011 and in part on Revenue and Adjusted Operating Income for Fiscal 2011.
Bonus payments for Mr. Tacoma will be based on Revenue and Bookings (as defined below) in Fiscal
2011 on a quarterly and year-to-date basis.



     4. Administration. This Plan will be administered by the Compensation Committee of
the Company’s Board of Directors. The Compensation Committee shall have authority to adopt, amend
and repeal such administrative rules, guidelines and practices relating to this Plan as it deems
advisable. The Compensation Committee shall have broad discretion to construe and interpret the
terms of this Plan, to make adjustments or amendments to this Plan, and to make determinations as
to whether the criteria for bonus payments have been satisfied. All decisions by the Compensation
Committee shall be made in the Compensation Committee’s sole discretion and shall be final and
binding on all Participants and all persons having or claiming any interest in this Plan. No
member of the Compensation Committee shall be liable for any action or determination relating to or
under this Plan.



     5. Bonus Payments — Mr. Baum and Mr. Scannell. This Section 5 covers the bonuses
payable to Mr. Baum and Mr. Scannell. All references in this Section 5 to “Participants” means
each of Mr. Baum and Mr. Scannell.


          (a) Target Bonuses. Each Participant has a target bonus for Fiscal 2011 under this
Plan (the “Target Bonus”), which is set forth below. In addition, each Participant’s Target Bonus
is allocated between, and determined based upon, the following two criteria:





 









 









	 	•	 	Revenue — for purposes of this Plan, “Revenue” means the Company’s revenue as
determined in accordance with generally accepted accounting principles (“GAAP”) and
reported in a filing by the Company with the SEC; and
	 
	 	•	 	Adjusted Operating Income — for purposes of this Plan, “Adjusted Operating
Income” means the Company’s operating income, as determined in accordance with GAAP
and reported in a filing by the Company with the SEC, plus the amount of operating
expenses attributable to (i) outstanding equity awards computed in accordance with
FASB Statement of Financial Accounting Standards No. 123R, (ii) amortization of
acquired intangible assets and (iii) any other operating expenses excluded from the
“Non-GAAP Operating Income” line item set forth in the Company’s earnings release
relating to Fiscal 2011 filed with the SEC.




The portion of a Participant’s Target Bonus that is allocated to Revenue is referred to in this
Plan as the “Revenue Target Bonus”; and the portion of a Participant’s Target Bonus that is
allocated to Adjusted Operating Income is referred to in this Plan as the “Adjusted Operating
Income Target Bonus”.



     The Target Bonus, and allocation of that Target Bonus between the Revenue Target Bonus and the
Adjusted Operating Income Target Bonus, for each Participant is as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Target Bonus	 	Revenue Target	 	Adjusted Operating
	Name	 	% of Base Salary	 	Dollars	 	Bonus	 	Income Target Bonus
	Jim Baum
	 	 	100	%	 	$	400,000	 	 	$	200,000	 	 	$	200,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pat Scannell
	 	 	60	%	 	$	180,000	 	 	$	90,000	 	 	$	90,000	 





          (b) Revenue Targets and Adjusted Operating Income Targets. For purposes of this
Plan, (i) the Company’s Revenue target for Fiscal 2011 is as set forth in the Fiscal 2011 operating
plan approved by the Board of Directors at its January 22, 2010 meeting and attached to the minutes
of such meeting (the “Fiscal 2011 Plan”) and (ii) the Company’s Adjusted Operating Income target
for Fiscal 2011 is as set forth in the Fiscal 2011 Plan (in the line item “Operating Profit”). The
Compensation Committee may adjust for purposes of this Plan the Revenue target and the Adjusted
Operating Income target for Fiscal 2011 in such manner as it shall determine in its discretion in
the event the Company acquires another company or business during Fiscal 2011 and/or to reflect
other unusual events that occur during the year.


          (c) Calculation of Revenue Bonuses. The Company will pay to each Participant an
annual bonus based on Revenue during Fiscal 2011, calculated as follows:




	 	•	 	no Revenue bonus will be paid unless the Company attains 80% of its Revenue
target for Fiscal 2011;
	 
	 	•	 	if the Company attains from 80% up to and including 90% of its Revenue target
for Fiscal 2011, the Company will pay each Participant a Revenue bonus of between
20% and 50% of each Participant’s Revenue Target Bonus, with the




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	 	 	 	applicable percentage equal to (i) 20% plus (ii) (a) 30% (representing the spread
between 20% and 50%) multiplied by (b) (1) actual Revenue for Fiscal 2011 as a
percentage of the Revenue target less 80%, divided by (2) the 10% spread between 80%
and 90% (for example, attainment of 87% of the Revenue target for Fiscal 2011 would
result in the payment of (i) 20% plus (ii) (a) 30% x (b) (1) 87% less 80% (or 7%)
/(2) 10%, or 41%, of each Participant’s Revenue Target Bonus);
	 
	 	•	 	if the Company attains from 90% up to and including 100% of its Revenue target
for Fiscal 2011, the Company will pay each Participant a Revenue bonus of between
50% and 100% of each Participant’s Revenue Target Bonus, with the applicable
percentage equal to (i) 50% plus (ii) (a) 50% (representing the spread between 50%
and 100%) multiplied by (b) (1) actual Revenue for Fiscal 2011 as a percentage of
the Revenue target less 90%, divided by (2) the 10% spread between 90% and 100%
(for example, attainment of 94% of the Revenue target for Fiscal 2011 would result
in the payment of (i) 50% plus (ii) (a) 50% x (b) (1) 94% less 90% (or 4%) /(2)
10%, or 70%, of each Participant’s Revenue Target Bonus); and
	 
	 	•	 	if the Company attains more than 100% of its Revenue target for Fiscal 2011, the
Company will pay each Participant a Revenue bonus equal to such percentage of the
Participant’s Revenue Target Bonus as is equal to actual Revenue for Fiscal 2011 as
a percentage of the Revenue target (for example, attainment of 116% of the Revenue
target for Fiscal 2011 would result in the payment of 116% of each Participant’s
Revenue Target Bonus), subject to a maximum payment of 150% of the Participant’s
Revenue Target Bonus.





     The Company will pay the bonuses payable under this Section 5(c) as promptly as practicable
following the meeting of the Compensation Committee at which the Company’s operating results for
Fiscal 2011 and the bonuses due pursuant to this Section 5(c) are presented to the Compensation
Committee.


          (d) Calculation of Adjusted Operating Income Bonuses. The Company will pay to each
Participant an annual bonus based on Adjusted Operating Income during Fiscal 2011, calculated as
follows:




	 	•	 	no Adjusted Operating Income bonus will be paid unless the Company attains 80%
of its Adjusted Operating Income target for Fiscal 2011;
	 
	 	•	 	if the Company attains from 80% up to and including 90% of its Adjusted
Operating Income target for Fiscal 2011, the Company will pay each Participant an
Adjusted Operating Income bonus of between 20% and 50% of each Participant’s
Adjusted Operating Income Target Bonus, with the applicable percentage equal to (i)
20% plus (ii) (a) 30% (representing the spread between 20% and 50%) multiplied by
(b) (1) actual Adjusted Operating Income for Fiscal 2011 as a percentage of the
Adjusted Operating Income target less 80%, divided by (2) the 10% spread between
80% and 90%;




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	 	•	 	if the Company attains from 90% up to and including 100% of its Adjusted
Operating Income target for Fiscal 2011, the Company will pay each Participant an
Adjusted Operating Income bonus of between 50% and 100% of each Participant’s
Adjusted Operating Income Target Bonus, with the applicable percentage equal to (i)
50% plus (ii) (a) 50% (representing the spread between 50% and 100%) multiplied by
(b) (1) actual Adjusted Operating Income for Fiscal 2011 as a percentage of the
Adjusted Operating Income target less 90%, divided by (2) the 10% spread between
90% and 100%; and
	 
	 	•	 	if the Company attains more than 100% of its Adjusted Operating Income target
for Fiscal 2011, the Company will pay each Participant an Adjusted Operating Income
bonus equal to such percentage of the Participant’s Adjusted Operating Income
Target Bonus as is equal to actual Adjusted Operating Income for Fiscal 2011 as a
percentage of the Adjusted Operating Income target, subject to a maximum payment of
150% of the Participant’s Adjusted Operating Income Target Bonus.





     The Company will pay the bonuses payable under this Section 5(d) as promptly as practicable
following the meeting of the Compensation Committee at which the Company’s operating results for
Fiscal 2011 and the bonuses due pursuant to this Section 5(d) are presented to the Compensation
Committee.



     6. Bonus Payments — Ms. Cotter and Mr. Flaxman. This Section 6 covers the bonuses
payable to Ms. Cotter and Mr. Flaxman. All references in this Section 6 to “Participants” means
each of Ms. Cotter and Mr. Flaxman.


          (a) Target Bonuses. Each Participant has a target bonus for Fiscal 2011 under this
Plan (the “Target Bonus”), which is set forth below. Each Participant’s Target Bonus is allocated
between, and determined based upon, the achievement of Company, department and/or personal
objectives that shall be communicated to the Participant in writing by the Chief Executive Officer
of the Company in the first fiscal quarter of Fiscal 2011 (each, a “Performance Objective”), with
each Performance Objective relating to a specified portion of the Participant’s Target Bonus as
specified in such communication.



     The Target Bonus for each Participant is as follows:



	 	 	 	 	 	 	 	 	 
	 	 	Target Bonus
	Name	 	% of Base Salary	 	Dollars
	Patricia Cotter
	 	 	50	%	 	$	107,500	 
	David Flaxman
	 	 	50	%	 	$	142,500	 





          (b) Following the completion of Fiscal 2011 and prior to the meeting of the Compensation
Committee at which the Company’s operating results for Fiscal 2011 are presented to the
Compensation Committee, the Chief Executive Officer shall present to the Compensation Committee an
assessment of each Participant’s achievement of each of such Participant’s Performance Objectives
stated as a percentage between 0% and 100%. The respective percentage achievement levels of each
Participant’s Performance Objectives shall be multiplied by the applicable portions of such
Participant’s Target Bonus relating to those



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Performance Objectives to determine the aggregate potion of each Participant’s Target Bonus that the Participant shall be eligible to receive (such Participant’s “Adjusted Target Bonus”).


          (c) The amount of each Participant’s Adjusted Target Bonus shall be allocated between, and
earned based upon, Revenue (as defined above) and Adjusted Operating Income (as defined above) as
follows:




	 	•	 	50% of the Participant’s Adjusted Target Bonus shall be based upon Revenue and
	 
	 	•	 	50% of the Participant’s Adjusted Target Bonus shall be based upon Adjusted
Operating Income.




          (d) The portion of a Participant’s Adjusted Target Bonus that is based upon Revenue is
referred to in this Plan as the “Revenue Adjusted Target Bonus”; and the portion of a Participant’s
Adjusted Target Bonus that is based upon Adjusted Operating Income is referred to in this Plan as
the “Adjusted Operating Income Adjusted Target Bonus”.


          (e) Calculation of Revenue Adjusted Bonuses. The Company will pay to each Participant
an annual bonus adjusted based on Revenue during Fiscal 2011, calculated as follows:




	 	•	 	no Revenue performance bonus will be paid unless the Company attains 80% of its
Revenue target for Fiscal 2011;
	 
	 	•	 	if the Company attains from 80% up to and including 90% of its Revenue target
for Fiscal 2011, the Company will pay each Participant a Revenue performance bonus
of between 20% and 50% of each Participant’s Revenue Adjusted Target Bonus, with
the applicable percentage equal to (i) 20% plus (ii) (a) 30% (representing the
spread between 20% and 50%) multiplied by (b) (1) actual Revenue for Fiscal 2011 as
a percentage of the Revenue target less 80%, divided by (2) the 10% spread between
80% and 90% (for example, attainment of 87% of the Revenue target for Fiscal 2011
would result in the payment of (i) 20% plus (ii) (a) 30% x (b) (1) 87% less 80%
(or 7%) /(2) 10%, or 41%, of each Participant’s Revenue Adjusted Target Bonus);
	 
	 	•	 	if the Company attains from 90% up to and including 100% of its Revenue target
for Fiscal 2011, the Company will pay each Participant a Revenue performance bonus
of between 50% and 100% of each Participant’s Revenue Adjusted Target Bonus, with
the applicable percentage equal to (i) 50% plus (ii) (a) 50% (representing the
spread between 50% and 100%) multiplied by (b) (1) actual Revenue for Fiscal 2011
as a percentage of the Revenue target less 90%, divided by (2) the 10% spread
between 90% and 100% (for example, attainment of 94% of the Revenue target for
Fiscal 2011 would result in the payment of (i) 50% plus (ii) (a) 50% x (b) (1) 94%
less 90% (or 4%) /(2) 10%, or 70%, of each Participant’s Revenue Adjusted Target
Bonus); and
	 
	 	•	 	if the Company attains more than 100% of its Revenue target for Fiscal 2011, the
Company will pay each Participant a Revenue performance bonus equal to such
percentage of the Participant’s Revenue Adjusted Target Bonus as is equal to




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	 	 	 	actual Revenue for Fiscal 2011 as a percentage of the Revenue target (for example,
attainment of 116% of the Revenue target for Fiscal 2011 would result in the payment
of 116% of each Participant’s Revenue Adjusted Target Bonus), subject to a maximum
payment of 150% of the Participant’s Revenue Adjusted Target Bonus.





     The Company will pay the bonuses payable under this Section 6(e) as promptly as practicable
following the meeting of the Compensation Committee at which the Chief Executive Officer’s
assessment of each Participant’s achievement of Performance Objectives, the Company’s operating
results for Fiscal 2011 and the bonuses due pursuant to this Section 6(e) are presented to the
Compensation Committee.


          (f) Calculation of Adjusted Operating Income Adjusted Bonuses. The Company will pay
to each Participant an annual bonus based on Adjusted Operating Income during Fiscal 2011,
calculated as follows:




	 	•	 	no Adjusted Operating Income performance bonus will be paid unless the Company
attains 80% of its Adjusted Operating Income target for Fiscal 2011;
	 
	 	•	 	if the Company attains from 80% up to and including 90% of its Adjusted
Operating Income target for Fiscal 2011, the Company will pay each Participant an
Adjusted Operating Income performance bonus of between 20% and 50% of each
Participant’s Adjusted Operating Income Adjusted Target Bonus, with the applicable
percentage equal to (i) 20% plus (ii) (a) 30% (representing the spread between 20%
and 50%) multiplied by (b) (1) actual Adjusted Operating Income for Fiscal 2011 as
a percentage of the Adjusted Operating Income target less 80%, divided by (2) the
10% spread between 80% and 90%;
	 
	 	•	 	if the Company attains from 90% up to and including 100% of its Adjusted
Operating Income target for Fiscal 2011, the Company will pay each Participant an
Adjusted Operating Income performance bonus of between 50% and 100% of each
Participant’s Adjusted Operating Income Adjusted Target Bonus, with the applicable
percentage equal to (i) 50% plus (ii) (a) 50% (representing the spread between 50%
and 100%) multiplied by (b) (1) actual Adjusted Operating Income for Fiscal 2011 as
a percentage of the Adjusted Operating Income target less 90%, divided by (2) the
10% spread between 90% and 100%; and
	 
	 	•	 	if the Company attains more than 100% of its Adjusted Operating Income target
for Fiscal 2011, the Company will pay each Participant an Adjusted Operating Income
performance bonus equal to such percentage of the Participant’s Adjusted Operating
Income Adjusted Target Bonus as is equal to actual Adjusted Operating Income for
Fiscal 2011 as a percentage of the Adjusted Operating Income target, subject to a
maximum payment of 150% of the Participant’s Adjusted Operating Income Adjusted
Target Bonus.





     The Company will pay the bonuses payable under this Section 6(f) as promptly as practicable
following the meeting of the Compensation Committee at which the Chief Executive Officer’s
assessment of each Participant’s achievement of Performance Objectives, the



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Company’s operating results for Fiscal 2011 and the bonuses due pursuant to this Section 6(f)
are presented to the Compensation Committee.



     7. Bonus Payments — Mr. Tacoma. This Section 7 covers the bonuses payable to Mr.
Tacoma.


          (a) Target Bonus. Mr. Tacoma’s Target Bonus for Fiscal 2011 is $330,000. His Target
Bonus is allocated among, and determined based upon, the following two criteria:




	 	•	 	Revenue (as defined above); and
	 
	 	•	 	Bookings — for purposes of this Plan, “Bookings” means the Company’s product
bookings (excluding maintenance bookings), as determined in accordance with its
internal bookings policy.





     Mr. Tacoma’s Target Bonus of $330,000 is allocated as follows:




	 	•	 	$100,000 (or $25,000 per quarter) is allocated to Revenue, and the $25,000
quarterly target is referred to as his “Quarterly Revenue Target Bonus”;
	 
	 	•	 	$130,000 (or $32,500 per quarter) is allocated to Bookings, and the $32,500
quarterly target is referred to as his “Quarterly Bookings Target Bonus”; and
	 
	 	•	 	$100,000 — broken down as $15,000 through the end of the first quarter, $20,000
through the end of the second quarter, $25,000 through the end of the third quarter
and $40,000 through the end of the fourth quarter — is allocated to year-to-date
Bookings and is referred to as his “Year-to-Date Bookings Target Bonus”.




             (b) Revenue Targets and Bookings Targets. For purposes of this Plan, (i) the
Company’s Revenue targets for each quarter of Fiscal 2011 and for Fiscal 2011 as a whole are as set
forth in the Fiscal 2011 Plan, (ii) the Company’s Bookings targets for each quarter of Fiscal 2011
and for Fiscal 2011 as a whole are as set forth in the Fiscal 2011 Plan (in the line item “Product
Bookings”) and (iii) the Company’s year-to-date Bookings targets through the end of each quarter of
Fiscal 2011 are calculated by adding such quarterly Bookings targets for the applicable quarters.
The Compensation Committee may adjust for purposes of this Plan the Revenue targets and the
Bookings targets for each quarter of Fiscal 2011 in such manner as it shall determine in its
discretion in the event the Company acquires another company or business during Fiscal 2011 and/or
to reflect other unusual events that occur during the year.


             (c) Calculation of Revenue Bonuses. The Company will pay to Mr. Tacoma bonuses based
on Revenue for each quarter of Fiscal 2011 and for Fiscal 2011 as a whole, calculated as follows:




	 	•	 	no quarterly Revenue bonus will be paid unless the Company attains 80% of its
Revenue target for a quarter;
	 
	 	•	 	if the Company attains from 80% up to and including 100% of its Revenue target
for a quarter, the Company will pay Mr. Tacoma a quarterly Revenue bonus equal to
(i) his Quarterly Revenue Target Bonus multiplied by (ii) actual Revenue for




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	 	 	 	such quarter as a percentage of the Revenue target for such quarter (for example,
attainment of 87% of the Revenue target for a particular quarter would result in the
payment of 87% of Mr. Tacoma’s Quarterly Revenue Target Bonus);
	 
	 	•	 	if the Company attains more than 100% of its Revenue target for a quarter, the
Company will pay Mr. Tacoma a quarterly Revenue bonus equal to 100% of his
Quarterly Revenue Target Bonus; and
	 
	 	•	 	if the Company attains more than 100% of its Revenue target for Fiscal 2011, the
Company will pay Mr. Tacoma an annual Revenue bonus equal to (i) (A) $100,000
multiplied by (B) actual Revenue for Fiscal 2011 as a percentage of the Revenue
target for Fiscal 2011 (for example, if the Company attained 106% of its Revenue
target for Fiscal 2011, the amount calculated under this clause (i) would be
$106,000), provided that the amount calculated under this clause (i) shall in no
event be more than $150,000, less (ii) $100,000.





     The Company will pay the bonuses payable under this Section 7(c) as promptly as practicable
following the meeting of the Compensation Committee at which the Company’s operating results for
the applicable quarter and/or Fiscal 2011 and the bonus due pursuant to this Section 7(c) are
presented to the Compensation Committee.


             (d) Calculation of Bookings Bonuses. The Company will pay to Mr. Tacoma bonuses based
on Bookings for each quarter of Fiscal 2011 and for Fiscal 2011 as a whole, calculated as follows:




	 	•	 	no quarterly Bookings bonus will be paid unless the Company attains 80% of its
Bookings target for a quarter;
	 
	 	•	 	if the Company attains from 80% up to and including 100% of its Bookings target
for a quarter, the Company will pay Mr. Tacoma a quarterly Bookings bonus equal to
(i) his Quarterly Bookings Target Bonus multiplied by (ii) actual Bookings for such
quarter as a percentage of the Bookings target for such quarter;
	 
	 	•	 	if the Company attains more than 100% of its Bookings target for a quarter, the
Company will pay Mr. Tacoma a quarterly Bookings bonus equal to 100% of his
Quarterly Bookings Target Bonus; and
	 
	 	•	 	if the Company attains more than 100% of its Bookings target for Fiscal 2011,
the Company will pay Mr. Tacoma an annual Bookings bonus equal to (i) (A) $130,000
multiplied by (B) actual Bookings for Fiscal 2011 as a percentage of the Bookings
target for Fiscal 2011, provided that the amount calculated under this clause (i)
shall in no event be more than $195,000, less (ii) $130,000.





     The Company will pay the bonuses payable under this Section 7(d) as promptly as practicable
following the meeting of the Compensation Committee at which the Company’s operating results for
the applicable quarter and/or Fiscal 2011 and the bonus due pursuant to this Section 7(d) are
presented to the Compensation Committee.



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          (e) Calculation of Year-to-Date Bookings Bonuses. The Company will pay to Mr. Tacoma
bonuses based on year-to-date Bookings through the end of each quarter of Fiscal 2011, calculated
as follows:




	 	•	 	no year-to-date Bookings bonus will be paid unless the Company attains 100% of
its Bookings target through the end of such quarter;
	 
	 	•	 	if the Company attains 100% or more of its year-to-date Bookings target through
the end of such quarter, the Company will pay Mr. Tacoma a year-to-date Bookings
bonus equal to his Year-to-Date Bookings Target Bonus through the end of such
quarter; and
	 
	 	•	 	if the Company attains 80% or more of its Bookings target for Fiscal 2011, the
Company will (if applicable) pay Mr. Tacoma an additional year-to-date Bookings
bonus equal to (i) (A) $80,000 multiplied by (B) actual Bookings for Fiscal 2011 as
a percentage of the Bookings target for Fiscal 2011 less (ii) the total amount he
receives under this Section 7(e) for attaining the year-to-date Bookings targets
through the end of each quarter during Fiscal 2011. For example, if the Company
attains its year-to-date Bookings target through the end of the first quarter
(resulting in a payment of ($15,000), does not attain such targets through the end
of the second or third quarters, and attains 95% of its bookings target for Fiscal
2011 as a whole, Mr. Tacoma would receive under this clause an additional payment
of $61,000 (95% of $80,000, less $15,000).





     The Company will pay the bonuses payable under this Section 7(e) as promptly as practicable
following the meeting of the Compensation Committee at which the Company’s operating results for
the applicable quarter and/or Fiscal 2011 and the bonus due pursuant to this Section 7(e) are
presented to the Compensation Committee.



     8. Acquisition of the Company.


          (a) This Plan shall terminate effective immediately prior to an Acquisition (as defined below)
of the Company. Notwithstanding the foregoing, (i) any bonus payments due with respect to a fiscal
period that ended prior to such Acquisition shall be paid to Participants in the manner provided
for in this Plan on or prior to the closing of the Acquisition and (ii) if an Acquisition occurs
following the end of the first quarter of Fiscal 2011 and before the end of Fiscal 2011, Section 5
of this Plan shall be deemed to be modified such that (A) the Target Bonuses set forth therein
shall be proportionately adjusted based on the number of completed quarters prior to the
Acquisition (for example, if the Acquisition occurs in the third quarter, Mr. Baum’s Revenue Target
Bonus would become $100,000), (B) the Revenue and Adjusted Operating Income targets would be
reduced to the Revenue and Adjusted Operating Income targets set forth in the Fiscal 2011 Plan
through the end of the last full quarter ended prior to the Acquisition, and (C) the Company shall
calculate and pay Revenue and Adjusted Operating Income bonuses pursuant to the provisions of
Section 5, adjusted in the manner provided for in this sentence, on or prior to the closing of the
Acquisition.


          (b) “Acquisition” means (i) any merger or consolidation in which (A) the Company is a
constituent party or (B) a subsidiary of the Company is a constituent party and the Company issues
shares of its capital stock pursuant to such merger or consolidation (except, in



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the case of both clauses (A) and (B) above, any such merger or consolidation involving the
Company or a subsidiary in which the holders of capital stock of the Company immediately prior to
such merger or consolidation continue to hold immediately following such merger or consolidation at
least 51% by voting power of the capital stock of (x) the surviving or resulting corporation or (y)
if the surviving or resulting corporation is a wholly owned subsidiary of another corporation
immediately following such merger or consolidation, the parent corporation of such surviving or
resulting corporation) or (ii) the sale or transfer, in a single transaction or series of related
transactions, of capital stock representing at least 51% of the voting power of the outstanding
capital stock of the Company immediately following such transaction or (iii) the sale of all or
substantially all of the assets of the Company.



     9. Withholding Taxes. The Company may deduct from any payment otherwise due to
Participants under this Plan any amount required to be withheld by the Company under applicable
federal, state, and local or other income and employment tax withholding laws and regulations. If
the Company elects not to or cannot withhold such amounts from payments due to a Participant, each
Participant must pay the Company the full amount, if any, required for withholding.



     10. Miscellaneous Provisions


          (a) Non-transferability of Rights. The rights to a payment of a bonus under this Plan
may not be sold, transferred, pledged, hypothecated or otherwise disposed of.


          (b) No Right to Continued Employment. The opportunity to receive a bonus under this
Plan shall not be construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any time to dismiss or
otherwise terminate its relationship with a Participant free from any liability or claim under this
Plan.


          (c) Severability. The invalidity or unenforceability of any provision of this Plan
shall not affect the validity or enforceability of any other provision of this Agreement, and each
other provision of this Plan shall be severable and enforceable to the extent permitted by law.


          (d) Amendment and Termination. The Compensation Committee may amend or terminate this
Plan or any portion thereof at any time.


          (e) Compliance With Code Section 409A. Notwithstanding any other provision of this
Plan to the contrary, all bonus payments made hereunder shall be made no later than April 15, 2011.
The Company shall have no liability to a Participant, or any other party, if an Award that is
intended to be exempt from, or compliant with, Section 409A is not so exempt or compliant.


          (f) Governing Law. This Plan shall be construed, interpreted and enforced in
accordance with the internal laws of the Commonwealth of Massachusetts without regard to any
applicable conflicts of laws.




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