EX-10.3



 Exhibit 10.3 
 FINANCIAL ENGINES 2014 EXECUTIVE CASH INCENTIVE PLAN 
 1. Purpose.
 
 The purpose of the 2014 Executive Cash Incentive Plan (the “Plan”) is to provide a link between compensation
and performance, to motivate participants to achieve corporate performance objectives, and to attract, motivate and reward the individuals who are part of the senior executive staff of Financial Engines, Inc. (the “Company”) as designated
by the Chief Executive Officer (collectively, the “Executives”). Under the Plan, an Executive may be awarded for each fiscal year of the Company, or a portion thereof, a performance bonus, described in Section 4 hereof, which is
intended to constitute “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). No bonuses shall be payable under this Plan unless and until the
Plan is approved by the Company’s stockholders. 
 2. Eligibility.  

In addition to the Chief Executive Officer (“CEO”), those individuals who are part of the senior executive staff as designated
by the CEO, at the CEO’s discretion, shall be eligible to participate in the Plan. No person is automatically entitled to participate in the Plan in any fiscal year, or portion thereof. Participation in the Plan during any fiscal year, or
portion thereof, does not entitle a participant to participate in the Plan or any similar plan in the future. 

3. Administration of the Plan.  
 The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) which shall consist of at least two independent directors of
the Company who satisfy the requirements of Section 162(m) of the Code. The Compensation Committee shall have the sole discretion and authority to: 
  

	 	(i)	administer and interpret the Plan in accordance with Section 162(m) of the Code as appropriate; 


 

	 	(ii)	prescribe the terms and conditions of any awards granted under the Plan; 

  

	 	(ii)	adopt rules and guidelines for the administration of the Plan that are consistent with the Plan; and 


 

	 	(iii)	interpret, amend or revoke any such rules and guidelines. 

 The decisions of the Compensation Committee shall in every case be final and binding on all persons having an interest in the Plan. 

4. Performance Bonus Amounts.  
 For each fiscal year, the performance bonus amount payable to each Executive under this Section 4 is intended to constitute performance-based compensation for purposes of Section 162(m) of the
Code and shall be based on a target bonus, in turn based on one or more relevant performance criteria and the extent to which targets identified for such criteria are realized. The Compensation Committee shall, for each fiscal year, approve the
target bonus amount for each Executive, the relevant performance criteria, the respective targets for such criteria, and the bonus amounts payable depending upon if and the extent to which such targets are realized, in accordance with the following
rules: 
 (i) The relevant performance criteria shall include (a) cash flow, (b) earnings per share,
(c) adjusted earnings per share (adjusted net income divided by the weighted average of dilutive common share equivalents outstanding), (d) earnings before interest, taxes, depreciation and amortization (“EBITDA”),
(e) adjusted 

  
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EBITDA (net income before interest, taxes, depreciation, and amortization (internal use software, direct response advertising, and commissions), and non-cash stock-based compensation expense,
(f) EBITDA margin (EBITDA/total revenue), (g) adjusted EBITDA margin (adjusted EBITDA/total revenue) (h) income or net income, (i) adjusted net income (net income before non-cash stock-based compensation expense, net of tax and
other specified items), (j) return on equity, (k) total stockholder return, (l) share price performance, (m) return on capital, (n) return on assets or net assets, (o) revenue, (p) operating income or net operating
income, (q) operating profit or net operating profit, (r) operating margin or profit margin, (s) return on operating revenue, (t) return on invested capital, (u) market segment shares, (v) costs, (w) expenses,
(x) regulatory body approval (including without limitation for commercialization of a product), (y) implementation or completion of critical projects, (z) management fee run rate (“MFRR”) (annualized fees which would be
generated from managed or advised assets or from financial planning services over the following twelve months or other specified period, including those generated from enrollees into the professional management program, but excluding platform fees,
set up fees and consulting fees), (aa) market adjusted MFRR, (bb) new MFRR, (cc) net new MFRR (new MFRR net of voluntary cancellations), (dd) assets under management, (ee) asset retention rates, (ff) sales or other contract revenue, (gg) number of
media impressions, (hh) customer satisfaction, (ii) economic value added measurements, (jj) sales pipeline, or (kk) employee turnover, any of which may be measured either individually, alternatively or in any combination, applied to either the
individual, the Company as a whole or to a business unit or subsidiary of the Company, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, or on the basis of any other
specified period, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group or index, and subject to specified adjustments, in each case as specified by the Committee when it
identifies the selected performance criteria. 
 (ii) Unless specified otherwise by the Compensation Committee at the time
the performance goals are established or otherwise within the time limit prescribed by Section 162(m) of the Code, the Compensation Committee shall appropriately adjust the method of evaluating performance under a performance criterion for a
performance period as follows: (i) to exclude asset write-downs, (ii) to exclude litigation or claim judgments or settlements, (iii) to exclude the effect of changes in tax law, accounting principles or other such laws or provisions
affecting reported results, (iv) to exclude accruals for reorganization and restructuring programs, (v) to exclude any extraordinary nonrecurring items as determined under generally accepted accounting principles and/or described in
managements’ discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year, (vi) to exclude the dilutive and/or accretive effects of
acquisitions or joint ventures, (vii) to assume that any business divested by the Company achieved performance objectives at targeted levels during the balance of a performance period following such divestiture, (viii) to exclude the
effect of any change in the outstanding shares of common stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other
similar corporate change, or any distributions to common stockholders other than regular cash dividends, (ix) to exclude the effects of stock based compensation; and (x) to exclude costs incurred in connection with potential acquisitions
or divestitures that are required to be expensed under generally accepted accounting principles, in each case in compliance with Section 162(m). 
 (iii) As determined by the Compensation Committee, any given performance criterion may be measured over all or part of the fiscal year. If for a fiscal year the Compensation Committee determines to
use only performance criteria measurable over the entire fiscal year, then it must identify in writing within ninety (90) days after the beginning of the fiscal year the target bonus, and the selected performance criteria and targets. If for
any fiscal year the Compensation Committee determines to use at least one performance criterion to be measured over less than the entire fiscal year, then the performance bonus for the fiscal year shall be the bonus calculated for such short
performance period or, if more than one performance period per fiscal year is involved, then the sum of the bonuses calculated separately for each short performance period ending with or within the fiscal year. In that case, on or before the date
which represents 25% of the total number of days in such short performance period, the Compensation Committee shall identify in writing the target bonus, the selected performance criteria, and the targets applicable to such period. 

  
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 (v) The Compensation Committee may in its discretion direct that any performance bonus be
reduced below the amount as calculated above. Further, the Compensation Committee may in its discretion increase the amount of compensation otherwise payable to any Executive upon satisfaction of the designated targets if such Executive would not be
covered by Section 162(m) of the Code. Notwithstanding the foregoing, the maximum aggregate amount payable under this Plan to any Executive for any fiscal year as a performance bonus shall be $5,000,000. 

5. The Payment of Bonuses.  
 No later than two and one-half months following the completion of the fiscal year, and prior to payment of the bonus, the Compensation Committee shall determine and certify in writing the extent to which
the performance criteria and targets have been satisfied as required by Section 162(m) of the Code for the fiscal year (or for any short performance periods ending with or within such year). Bonuses shall be paid as soon as practicable
following the end of such year or short performance period, as the case may be, and such certification, and in no event later than two and one-half months following the completion of the fiscal year. 

6. Termination of Employment.  
 Termination of employment with the Company or its subsidiaries prior to the end of the fiscal year (or for short performance period ending with or within such year) for any reason (whether voluntary or
involuntary) shall result in forfeiture of all opportunity to receive an award under the Plan for that fiscal year (or short performance period), provided that the Compensation Committee shall have discretion to provide for payment of a pro rata
portion of any otherwise earned award (based on the number of days employed during the fiscal year or short performance period) in appropriate circumstances. 
 7. Amendment and Termination.  
 The Compensation Committee may
terminate the Plan at any time, for any and no reason, and may also amend the Plan in order to reduce the amount of any Executive’s bonus payments at any time, for any or no reason. 

8. Section 409A of the Code.  
 To the extent applicable, it is intended that this Plan and any awards granted hereunder either be exempt from the requirements of, or else comply with the requirements of, Section 409A of the Code
and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. Any provision that would cause any award granted hereunder to incur additional taxes
under Section 409A of the Code shall have no force or effect until amended to comply with Section 409A of the Code, which amendment may be retroactive to the extent permitted by Section 409A of the Code. 

9. Recoupment.  
 Notwithstanding any other provision herein, any recoupment or “clawback” policies adopted by the Compensation Committee pursuant to Section 954 of the Dodd-Frank Wall Street Reform and
Consumer Protection Act or other applicable law shall apply to the awards granted hereunder to the extent the Compensation Committee provides at the time the policy is adopted. 

10. No Right to Employment, Reelection or Continued Service.  

Nothing in this Plan or a bonus granted hereunder shall interfere with or limit in any way the right of the Company to terminate any
participant’s employment, service on the Board of Directors or service for the Company or any subsidiary thereof at any time or for any reason not prohibited by law, nor shall this Plan or a bonus granted hereunder itself confer upon any
participant any right to continue his or her employment or service for any specified period of time. Neither a bonus awarded hereunder nor any benefits arising under this Plan shall constitute an employment contract with the Company. 

  
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 11. Unfunded Plan.  

The Plan is intended to be an unfunded plan. Participants are and shall at all times be general creditors of the Company with respect to
their bonus awards, if any. If the Compensation Committee or the Company chooses to set aside funds in a trust or otherwise for the payment of bonuses under the Plan, such funds shall at all times be subject to the claims of the creditors of the
Company in the event of its bankruptcy or insolvency. 

  
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