exv10w11






Exhibit 10.11




Reply! Inc.

Summary of 2009 Annual Incentive Plans



1. General. The following is a summary of the bonus plans implemented by Reply! Inc. (the
“Company”) for its executive officers for performance during the 2009 fiscal year. The bonus plans
are administered by the Compensation Committee (the “Committee”) of the Board of Directors, which
has the authority to designate participants, to interpret the plans and to implement additional
rules thereunder as it deems necessary or appropriate. Bonuses earned for a period are accrued
upon determination that they have been earned, but are not paid for such period until the Company’s
monthly ending cash balance exceeds $500,000.



2. Target Bonus Plan. Under the target bonus plan, participants are eligible to earn a
quarterly target amount based upon the Company’s achievement of its financial targets and the
participant’s achievement of individual performance goals. Aggregate annual target amounts are
computed as a percentage target rate of annual base salary. See the chart in Section 4 for
additional information, including percentage target rates for each participant. For 2009,
financial goals under the target bonus plan are based upon quarterly Adjusted EBITDA targets under
the Company’s financial plan. Adjusted EBITDA is defined as earnings before interest, taxes,
depreciation and amortization, stock based compensation, impairment of goodwill, charitable
donations and adjusted for one-time items such as the disposal or sale of assets, year-end audit
fees, or litigation gains or expenses. The 2009 quarterly targets are $1,001,000, $1,280,000,
$1,435,000, and $1,333,000, respectively. Individual performance goals for participants vary from
quarter to quarter. Bonuses are earned for a quarter only if both the financial and individual
performance goals for that quarter are achieved.1 Bonuses are subject to downward
adjustment from quarterly target amounts if some but not all individual performance goals are met
(as determined by the CEO for participants other than himself, and by the compensation committee
for the CEO).



3. Incremental Bonus Plan. Under the incremental bonus plan, participants (other than the
CEO) are eligible to earn quarterly incremental amounts equal to a percentage of the amount by
which Adjusted EBITDA for each quarter exceeds quarterly financial plan targets. See the chart in
Section 4 for incremental target rates for each participant. Incremental bonuses are also subject
to downward adjustment from incremental target amounts if some but not all individual performance
goals are met, in the same proportion as any downward adjustment applied with respect to the target
bonus for the same quarter. The CEO is eligible to earn an annual incremental target amount equal
to 25% of the amount by which Adjusted EBITDA for the year exceeds the annual plan target, subject
to the Company’s achievement of revenue for the year of the lesser of at least four times revenue
for Q1 2009 or approximately $25.8 million.



4. Bonus Plan Rates.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Target Bonus Plan	 	
	 	 	 	 	 	 	 	 	 	 	Aggregate	 	Quarterly	 	Incremental
	 	 	Base	 	Percentage	 	Annual	 	Annual	 	Bonus Plan
	 	 	Salary	 	Target	 	Target	 	Target	 	Incremental
	Name	 	($)	 	Rate	 	Amount ($)	 	Amount ($)	 	Target Rate
	Payam Zamani
	 	 	308,550	 	 	 	50	%	 	 	154,275	 	 	 	38,569	 	 	 	25	%
	Sean Fox
	 	 	208,000	 	 	 	30	%	 	 	62,400	 	 	 	15,600	 	 	 	1.248	%
	Brian Bowman
	 	 	220,000	 	 	 	30	%	 	 	66,000	 	 	 	16,500	 	 	 	1.32	%
	W. Samuel Veazey
	 	 	185,000	 	 	 	30	%	 	 	55,500	 	 	 	13,875	 	 	 	1.11	%
	William Perrault
	 	 	155,000	 	 	 	30	%	 	 	46,500	 	 	 	11,625	 	 	 	0.93	%








 




			
	1	 	Mr. Bowman was paid a bonus equal to 1/3 of
his quarterly target amount on a monthly basis, subject only to his achievement
of individual performance goals.