exv10w3







	 	 	 	 	 



Exhibit 10.3




SoundBite Communications, Inc.

2010 Management Cash Compensation Plan (Amended and Restated as of May 6, 2010)



Purpose



The purpose of this 2010 Management Cash Compensation Plan (this “Plan”) of SoundBite
Communications, Inc. (“SoundBite”) is to provide a balanced compensation package for SoundBite’s
management for 2010, 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 of Sales and Client Management




Compensation



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



In 2009 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 2010 compensation for senior management, including each of
the participants. Based in part on information and advice provided by the compensation
consultants, 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 peer companies of SoundBite; the responsibilities of the
position; the level of experience of the participant; and the knowledge required of the participant.





	1.	 	Base Salary
	 
	 	 	The base salary of each participant for 2010 is set forth on Schedule 1.
	 
	2.	 	Variable Performance-Based Bonus





     A. Bonus Target Available



 









 






	 	 	The aggregate amount of the target bonus available for all participants is $465,417
(the “Bonus Target”).






	B.	 	Bonus Target Calculation
	 
	 	 	The aggregate amount of the Bonus Target payable to all participants will equal the sum
of components for revenue, pro forma operating income, and strategic initiatives and goals,
each as described below.






	 	•	 	Revenue Component: Forty percent of the Bonus Target ($186,167) will
consist of a component based on revenue recognized in 2010 in accordance with U.S.
generally accepted accounting principles (“U.S. GAAP”). The revenue component of the
Bonus Target will be earned on an annual basis and will be computed in accordance with
a schedule approved by the Compensation Committee, which schedule shall provide that
the revenue component of the Bonus Target will be payable in full if and only if
revenue for 2010 equals or exceeds the amount of revenue reflected in SoundBite’s
operating plan for 2010 (as approved by the Board of Directors, the “Operating Plan”).
	 
	 	•	 	Pro Forma Operating Income Component: Thirty percent of the Bonus Target
($139,625) will consist of a component based on pro forma operating income for 2010.
For these purposes, “pro forma operating income” shall be defined as operating income
determined in accordance with U.S. GAAP, plus (a) the total amount of expense recorded
in accordance with Statement of Financial Accounting Standards No. 123 (revised 2004),
(b) the total amount of amortization of intangibles recorded in accordance with U.S.
GAAP and (c) the total amount of expense recorded in accordance with U.S. GAAP as a
result of the pro forma operating income component of the Bonus Target as provided
under this Plan. The pro forma operating income component of the Bonus Target will be
earned on an annual basis and will be computed in accordance with a schedule approved
by the Compensation Committee, which schedule shall provide that the pro forma
operating income component of the Bonus Target will be payable in full if and only if
pro forma operating income for 2010 equals or exceeds the amount of operating income
reflected in the Operating Plan plus $139,625 (the amount of the pro forma operating
income component of the Bonus Target).
	 
	 	•	 	Strategic Initiatives and Goals Component: The participants have been
provided with group strategic initiatives and goals in order to align the interests of
senior management and to build a more cohesive management team. Thirty percent of the
Bonus Target ($139,625) will consist of a component based on strategic initiatives and
goals to be approved by the Compensation Committee.






	 	 	The Compensation Committee will have full discretion to evaluate and determine the
extent to which each of the revenue, pro forma operating income, and strategic initiatives
and goals components of the Bonus Target has been satisfied for 2010, consistent with the
measurement criteria set forth in, or pursuant to, this Plan.
	 
	C.	 	Allocation and Payment of Bonus Target
	 
	 	 	The Bonus Target will be allocated among the participants in accordance with the
percentages set forth under “Bonus Target—%” on Schedule 1. Payment of the Bonus
Target amounts to the several participants will be due within 30 days after the later of (i)
the issuance by SoundBite’s independent registered public accounting firm of an audit report
with respect to SoundBite’s consolidated financial statements for 2010 and (ii) the
determination and approval by the Compensation Committee of the Bonus Target payable under
this Plan.




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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	 	$	330,000	 	 	$	175,000	 	 	 	37.60	%
	Robert C. Leahy
	 	Chief Operating Officer and Chief Financial Officer	 	 	250,000	 	 	 	110,000	 	 	 	23.63	 
	Timothy R. Segall
	 	Chief Technology Officer	 	 	235,000	 	 	 	75,000	 	 	 	16.11	 
	Mark D. Friedman
	 	Chief Marketing and Business Development Officer	 	 	235,000	 	 	 	75,000	 	 	 	16.11	 
	Diane Albano
	 	Executive Vice President of Sales and Client Management	 	 	162,917	 	 	 	30,417	 	 	 	6.55	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals
	 	 	 	 	 	 	 	$	465,417	 	 	 	100.00	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 






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