exv10w16









Exhibit 10.16




ELOQUA, INC.

SENIOR EXECUTIVE INCENTIVE BONUS PLAN





	1.	 	Purpose





     This Senior Executive Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an
incentive for superior work and to motivate eligible executives of Eloqua, Inc. (the “Company”) and
its subsidiaries toward even higher achievement and business results, to tie their goals and
interests to those of the Company and its stockholders and to enable the Company to attract and
retain highly qualified executives. The Incentive Plan is for the benefit of Covered Executives
(as defined below).




	2.	 	Covered Executives





     From time to time, the Compensation Committee of the Board of Directors of the Company (the
“Compensation Committee”) may select certain key executives (the “Covered Executives”) to be
eligible to receive bonuses hereunder. Participation in this Plan does not change the “at will”
nature of a Covered Executive’s employment with the Company.




	3.	 	Administration





     The Compensation Committee shall have the sole discretion and authority to administer and
interpret the Incentive Plan.




	4.	 	Bonus Determinations





     (a) A Covered Executive may receive a bonus payment under the Incentive Plan based upon the
attainment of one or more performance objectives which are established by the Compensation
Committee and relate to financial and operational metrics with respect to the Company or any of its
subsidiaries (the “Corporate Performance Goals”), including the following: earnings before
interest, taxes, depreciation and amortization, net income (loss) (either before or after any of
interest, taxes, depreciation and/or amortization), changes in the market price of the Stock,
economic value-added, funds from operations or similar measure, sales or revenue, acquisitions or
strategic transactions, operating income (loss), cash flow (including, but not limited to,
operating cash flow and free cash flow), cash balance, return on capital, assets, equity, or
investment, stockholder returns, return on sales, gross or net profit levels, productivity,
expense, margins, operating efficiency, customer satisfaction, working capital, earnings (loss) per
share of Stock, monthly reoccurring revenue, sales qualified opportunities, product development,
marketing expense, product development, sales or market shares and number of customers, any of
which may be (A) measured in absolute terms or compared to any incremental increase, (B) measured
in terms of growth, (C) compared to another company or companies or to results of a peer group, (D)
measured against the market as a whole and/or according to applicable market indices, (E) measured
against the performance of the Company as a whole or a segment of the Company and/or (F) measured
on a pre-tax or post-tax basis (if applicable). Further, any Corporate Performance Goals may be
used to measure the performance of the Company as a whole or a business unit, division, group or
other segment of



 









 




the Company, or one or more product lines or specific markets and may be measured
relative to a peer group or index. The Corporate Performance Goals may differ from Covered
Executive to Covered Executive.



At the beginning of each applicable performance period, the Compensation Committee will determine
whether any significant element(s) will be included in or excluded from the calculation of any
Corporate Performance Goal with respect to any Covered Executive. In all other respects, Corporate
Performance Goals will be calculated in accordance with the Company’s financial statements,
generally accepted accounting principles, or under a methodology established by the Compensation
Committee at the beginning of the performance period and which is consistently applied with respect
to a Corporate Performance Goal in the relevant performance period. Each Corporate Performance
Goal shall have a “target” (100 percent attainment of the Corporate Performance Goal) and may also
have a “minimum” hurdle and a “maximum.”




     (b) Except as otherwise set forth in this Section 4(b): (i) any bonuses paid to Covered
Executives under the Incentive Plan shall be based upon objectively determinable bonus formulas
that tie such bonuses to one or more performance targets relating to the Corporate Performance
Goals, (ii) bonus formulas for Covered Executives shall be adopted in each performance period by
the Compensation Committee and communicated to each Covered Executive at the beginning of each
performance period and (iii) no bonuses shall be paid to Covered Executives unless and until the
Compensation Committee makes a determination with respect to the attainment of the performance
objectives. Notwithstanding the foregoing, the Compensation Committee may adjust bonuses payable
under the Incentive Plan based on achievement of one or more individual performance objectives or
pay bonuses (including, without limitation, discretionary bonuses) to Covered Executives under the
Incentive Plan based on individual performance goals and/or upon such other terms and conditions as
the Compensation Committee may in its discretion determine.



     (c) The Compensation Committee shall establish a target bonus opportunity for each Covered
Executive for each performance period. For each Covered Executive, the Compensation Committee
shall have the authority to apportion the target award so that a portion of the target award shall
be tied to attainment of corporate performance objectives and a portion of the target award shall
be tied to attainment of individual performance objectives.



     (d) Subject to rights contained in any agreement between the Covered Executive and the
Company, the payment of a bonus to a Covered Executive with respect to a performance period shall
be conditioned upon the Covered Executive’s employment by the Company on the bonus payment date.
If a Covered Executive was not employed for an entire performance period, the Compensation
Committee may pro rate the bonus based on the number of days employed during such period.




	5.	 	Timing of Payment





     (a) With respect to Corporate Performance Goals established and measured on a basis more
frequently than annually (e.g., quarterly or semi-annually), the Corporate Performance Goals will
be measured at the end of each performance period after the Company’s financial



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reports with
respect to such quarter(s) have been published. If the Corporate Performance Goals and or
individual goals for such period are met, payments will be made as soon as practicable following
the end of such period, but not later than March 15 of the subsequent year. For the avoidance of
doubt, bonuses earned at any time in year 1 must be paid by March 15 of year 2.




     (b) With respect to Corporate Performance Goals established and measured on an annual basis,
Corporate Performance Goals will be measured at the end of each fiscal year after the Company’s
financial reports have been published. If the Corporate Performance Goals and/ or individual goals
for any fiscal year are met, bonus payments will be made as soon as practicable, but not later than
70 days after the end of such fiscal year.




	6.	 	Amendment and Termination





     The Company reserves the right to amend or terminate the Incentive Plan at any time in its
sole discretion.


APPROVED BY THE BOARD OF DIRECTORS: May 1, 2012







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