exv10w1






Exhibit 10.1




SoundBite Communications, Inc.




2009 Management Cash Compensation Plan




Purpose




The purpose of this 2009 Management Cash Compensation Plan (this “Plan”) of SoundBite
Communications, Inc. (“SoundBite”) is to provide a balanced compensation package for SoundBite’s
management for 2009, in light of SoundBite’s needs and stage of development. This Plan seeks to
establish competitive levels of management compensation, integrate management’s pay with
SoundBite’s performance, and facilitate the attraction and retention of qualified management. This
Plan is intended to align management’s financial interests with those of stockholders and to
increase stockholder value through continued revenue growth coupled with improved financial
performance. This Plan is designed to focus management on increasing revenue, achieving
profitability, and meeting intermediate- and long-term strategic objectives. The bonus opportunity
is tied directly to factors that are expected to increase stockholder value.



Participants




The following members of management will participate in this Plan:




	 	•	 	President and Chief Executive Officer
	 
	 	•	 	Chief Operating Officer and Chief Financial Officer
	 
	 	•	 	Chief Technology Officer
	 
	 	•	 	Chief Marketing and Business Development Officer
	 
	 	•	 	Executive Vice President, Sales





Compensation




Compensation for each participant consists of two components: base salary and a variable
performance-based bonus.



In 2008 the Compensation Committee of SoundBite’s Board of Directors engaged a third-party
executive compensation consulting firm to review senior management compensation and to advise the
Compensation Committee with respect to 2008 compensation for senior management, including each of
the participants. The Compensation Committee established a base salary and a variable
performance-based bonus for each participant after considering a number of factors, including: the
status of the competitive marketplace for the participant’s position, including a comparison of
base salaries and bonuses for comparable positions at comparable companies within SoundBite’s
industry; the responsibilities of the position; the level of experience of the participant; and the
knowledge required of the participant.



In establishing the participants’ base salary and bonus levels for 2009, the Compensation Committee
reviewed the information previously provided by the executive compensation consulting firm for
purposes of establishing 2008 compensation, together with updates of that information prepared by
management at the request of the Compensation Committee. The Compensation Committee determined
that, in light of existing economic conditions and SoundBite’s needs and stage of development, it
was not necessary to engage an executive compensation consulting firm to perform a new review of
senior management compensation for purposes of this Plan.




	1.	 	Base Salary
	 
	 	 	The base salary of each participant is set forth on Schedule 1.




 









 












	2.	 	Variable Performance-Based Bonus
	 
	 	 	The aggregate target bonus amount available for all participants is $406,667 (the “Bonus
Target”).
	 
	 	 	The aggregate amount of the Bonus Target payable to all participants will be determined as
described below under “Initial Bonus Calculation,” which amount will be subject to the cap set
forth below under “Bonus Limitation.” The aggregate amount of the Bonus Target payable to the
participants will be allocated among the participant in accordance with the percentages set
forth in Schedule 1.
	 
	 	 	Bonus amounts payable under this Plan will be due within 30 days after the later of (a) the
completion of the audit of SoundBite’s consolidated financial statements for 2009 and (b) the
approval by the Compensation Committee of the bonus amounts payable under this Plan.
	 
	 	 	Initial Bonus Calculation. For 2009 the aggregate variable performance-based bonus for
all participants will equal the sum of components for revenue growth, pro forma operating
income, and organizational goals and objectives, each as determined by the Compensation
Committee, but subject to the cap described below under “Bonus Limitation.” Without limiting
the foregoing, the Compensation Committee will identify organization goals and objectives and
will evaluate and determine the extent to which each of those organization goals and objectives
has been satisfied as of December 31, 2009.
	 
	 	 	Bonus Limitation. The aggregate amount of the accrued Bonus Target computed as
described above under “Initial Bonus Calculation” is limited to an amount equal to:






	 	(a)	 	50% of SoundBite’s 2009 pro forma operating income, less
	 
	 	(b)	 	the amount of any employee bonuses paid or accrued outside this Plan and recorded in
2009.




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Schedule 1




Base Salaries and Bonus Target Allocations




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Bonus Target	 
	Name	 	Title	 	Base Salary	 	 	$	 	 	%	 
	James A. Milton	 	President and Chief Executive Officer
	 	$	216,667	(1)	 	$	116,667	 	 	 	28.69	%
	Robert C. Leahy	 	Chief Operating Officer and Chief Financial Officer
	 	 	240,000	 	 	 	110,000	 	 	 	27.05	 
	Timothy R. Segall	 	Chief Technology Officer
	 	 	225,000	 	 	 	75,000	 	 	 	18.44	 
	Mark D. Friedman	 	Chief Marketing and Business Development Officer
	 	 	225,000	 	 	 	75,000	 	 	 	18.44	 
	Jeffrey J. Struzenski	 	Executive Vice President, Sales
	 	 	168,750	 	 	 	    30,000	 	 	 	    7.38	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	    Totals	 	 
	 	 	 	 	 	$	406,667	 	 	 	100.00	%
	 	 	 
	 	 	 	 	 	 	 	 	 	 








 




			
	(1)	 	Based on employment commencement date of May 1, 2009, and represents eight months of base salary at an annual rate of $325,000.






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