Filed by Bowne Pure Compliance











S1 Corporation 2009 Management Incentive Plan




Introduction



The S1 Corporation 2009 Management Incentive Plan (the “Plan”) is designed as an incentive to participants to perform
at their most effective level, as a reward for strong performance and as a way of sharing in the success of S1
Corporation (the “Company”). The Plan is designed to be self-funded and is incorporated into the Company’s business
targets and budgets.



Eligibility for Participation



Designated employees are eligible for inclusion in the Plan for the 2009 calendar year. Participation in the Plan is
at the discretion of the Company. Employees considered for participation include management level employees and
individual contributors in functions that meet established criteria as defined by the Company. Eligibility and
participation is not automatic and will be reviewed annually. Participation for new hires designated as eligible to
participate in the Plan will be pro-rated based on full months of employment during the plan year.



Operation of the Plan



For each participant, a target cash bonus amount will be specified for purposes of participation in the Plan. Payments
under the Plan will be based on the achievement of financial and performance (MBOs) metrics as approved by the
Compensation Committee of the Board of Directors or, with respect to certain performance metrics, the Chief Executive
Officer of the Company.



Participants in the Plan will be provided with a copy of their bonus plan worksheet (the “Worksheet”) and the terms and
conditions of the Plan. Each participant must sign and return their Worksheet to the Human Resources Department along
with an acknowledgement that they have reviewed and understood the terms and conditions of the Plan and their
Worksheet.



Performance against financial and performance metrics will be assessed at the end of each quarter once the Company’s
financial results have been prepared and approved. Based on the achievement of these metrics, bonus payments will be
made on a quarterly basis as set forth below. Payments for the second through fourth quarters are net of any payments
in prior quarters. As an example, if a participant has an on-target bonus opportunity of $10,000 and all financial and
performance metrics are 100% on-target throughout the year, bonus payments would be as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Q1	 	 	Q2	 	 	Q3	 	 	Q4	 	 	Total	 
	% of Annual On-Target Bonus
	 	 	12.5	%	 	 	17.5	%	 	 	30.0	%	 	 	40.0	%	 	 	100	%
	$ Amount of Quarterly Bonus
	 	$	1,250	 	 	$	1,750	 	 	$	3,000	 	 	$	4,000	 	 	$	10,000	 
	Cumulative % of Annual On-Target
Bonus
	 	 	12.5	%	 	 	30.0	%	 	 	60.0	%	 	 	100	%	 	 	 	 
	Cumulative $ of Annual On-Target
Bonus
	 	$	1,250	 	 	$	3,000	 	 	$	6,000	 	 	$	10,000	 	 	 	 	 






Any payment, in whole or in part, shall be made through the Company’s normal payroll processes and will be net of any
appropriate income tax, social security contributions or other relevant deductions. Payments will be made to each
participant provided that the participant remains an active employee in good standing at the time of payout.


 


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Financial and Performance Metrics



EBITDA (earnings before interest, taxes, depreciation and amortization excluding stock based compensation expense) will
be the key metric used to determine the bonus pool and the actual bonus available to be paid. If the actual EBITDA is
less than the minimum number outlined on the individual participant’s Worksheet, no bonus will be paid. Additionally,
if revenue falls below 90% of the target revenue number, bonuses will be reduced by the total percentage shortfall
(i.e., the shortfall from 100%).



Performance metrics may also be established for individual participants in the Plan and the achievement of such
performance metrics will also be a factor in determining the amount of bonus to be paid. The Compensation Committee
and Chief Executive Officer of the Company will have the discretion to reduce any employee’s bonus payout based on its
subjective assessment of the employee’s achievement of such performance metrics and the employee’s individual
performance throughout the year. Additionally, subject to the approval of the Compensation Committee, targets may be
adjusted by the Chief Executive Officer of the Company to reflect the occurrence of business events that could impact
the numbers either positively or negatively.



Overachievement 



Overachievement bonus opportunity is based on exceeding EBITDA targets. Any overachievement bonus must be funded prior
to the calculation of overachievement EBITDA. Overachievement bonus is capped at 100% of the annual on-target bonus
amount and will be assessed following the close of the operating year once the Company’s final annual results have been
prepared and approved.



No Contract



Participation in the Plan does not create or infer a contract of employment.



Validity



The Plan is valid only for the calendar year January 1, 2009 – December 31, 2009.



 


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