---

Exhibit 10.23





The 2006 Omnibus Stock and Performance


Incentive Plan of GeoEye, Inc.





2010 Annual Performance Award Policy





The purpose of this 2010 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 2010 fiscal year pursuant to the 2006 Omnibus Stock and Performance 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, 2010, will be eligible for a Performance Award pursuant to the Plan for the 2010 fiscal year in an amount based on (i) the target percentage of such participant’s base salary set forth below 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 2010 fiscal year.





Revenue and EBITDA Targets





For the 2010 fiscal year, the revenue target is $322.5million and the EBITDA target is $165.3 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 December 2009.





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 range of Performance Award Pool funding is based on achievement of between 75% and 125% of the revenue and EBITDA targets. Failure to achieve at least 75% of each of the revenue and EBITDA targets will result in no funding of the Performance Award Pool.





25% of the Performance Award Pool will fund upon achievement of 75% 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 sets forth the funding of the Performance Award Pool:







Revenue


EBITDA


Total Bonus Pool FundedAchievmt


% Bonus Funded


$ Bonus Funded


% Bonus Funded


$ Bonus Funded


1% Bonus Funded


$ Bonus Funded<75
%


0
%





0
%

$
0



0
%

$
075
%


25
%

$
477,894



25
%

$
477,894



50
%

$
955,78880
%


30
%

$
573,473



30
%

$
573,473



60
%

$
1,146,94585
%


35
%

$
669,052



35
%

$
669,052



70
%

$
1,338,10390
%


40
%

$
764,630



40
%

$
764,630



80
%

$
1,529,26195
%


45
%

$
860,209



45
%

$
860,209



90
%

$
1,720,418100
%


50
%

$
955,788



50
%

$
955,788



100
%

$
1,911,576105
%


60
%

$
1,146,945



60
%

$
1,146,945



120
%

$
2,293,891110
%


70
%

$
1,338,103



70
%

$
1,338,103



140
%

$
2,676,206115
%


80
%

$
1,529,261



80
%

$
1,529,261



160
%

$
3,058,521120
%


90
%

$
1,720,418



90
%

$
1,720,418



180
%

$
3,440,836125
%


100
%

$
1,911,576



100
%

$
1,911,576



200
%

$
3,823,152





Example





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 Participant for the 2010 fiscal year in accordance with the terms of the Plan. 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/2010 Annual Performance Award Policy as of Plan Approval Date





Position
NameCEO
O'ConnellCOO
SchusterCFO
GreevesCTO
O'TooleGeneral Counsel
WarrenVice Presidents:CIO
AleksievCommunications
BrenderCorporate Controller
MontgomeryDomestic Sales
WiltEngineering
AlleyneEngineering Devel
HelmeringFinance
BalthazorFinancial Systems
PriceHR
GalyeanInternational Sales
ColombiInvestor Relations
ScheragoLegal
ConnorsMJ General Manager
LeibbrandtOperations
PetersonSales
Tully





NOTE: Subsequent to Plan Approval Date, Suzanne Housman and Lisa Mayr were hired in Finance and added as Participants.






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