exv10w23



 






EXHIBIT 10.23




PLUMTREE SOFTWARE, INC.




2005 EMPLOYEE BONUS PLAN




1. EFFECTIVE DATE; PURPOSE OF THE PLAN




     1.1 Effective Date. Plumtree Software, Inc. and its wholly-owned subsidiaries (the “Company”)
adopted the 2005 Employee Bonus Plan (the “Plan”) effective as of January 1, 2005.



     1.2 Purpose. The purpose of the Plan is to increase stockholder value and promote the success
of the Company by ensuring that the efforts of key employees are aligned with Company strategy and
vision. By providing incentive compensation for key employees, the Plan will enable the Company to
attract, retain and reward critical skills and high performing employees, thereby leveraging and
sustaining the Company’s competitive advantages.



2. ADMINISTRATION OF THE PLAN




     2.1 Administrator. The Plan will be administered by the Company’s Board of Directors (the
“Board,” and the “Plan Administrator”); provided, however, that the Board may delegate to any
officer or officers of the Company the responsibility (in whole or in part) for Plan
administration.



     2.2 Powers of the Administrator. The interpretation and construction of the Plan and the
adoption of rules and regulations for administering the Plan will be made by the Plan
Administrator. The Plan Administrator will have all powers and discretion necessary or appropriate
to administer the Plan and to control its operation, including, but not limited to, the power to
(1) determine which employees will be granted bonuses, (2) prescribe the applicable period, terms
and conditions of bonuses, (3) interpret the Plan and the bonuses, (4) adopt rules for the
administration, interpretation and application of the Plan as are consistent therewith, and (5)
interpret, amend or revoke any such rules. Decisions of the Plan Administrator will be final and
binding on all parties who have an interest in the Plan.



     2.3 Modification, Suspension and Termination. The Company reserves the right to modify, amend,
suspend or terminate the Plan at any time and for any reason. The amendment, suspension or
termination of the Plan will not, without the consent of any participant, alter or impair any
rights or obligations under any bonus already earned. No bonus may be awarded during any period of
suspension or after termination of the Plan.



3. DETERMINATION OF PARTICIPANTS




     3.1 Eligible Individuals. An individual employed by the Company who has been notified by the
Company’s HR department will be eligible to participate in the Plan. Notwithstanding the foregoing,
an individual will not be eligible to participate in the Plan if the individual is on another
incentive compensation plan (including, but not limited to, a Company sales commission plan).
Individuals designated as participants will be referred to as “Participants.”



     3.2 Termination of Employee Status. For purposes of the Plan, and unless otherwise determined
by the Plan Administrator at its discretion, an individual will be considered an employee for so
long as such individual remains employed, on a full-time basis by the Company.



4. DETERMINATION OF AWARDS




     4.1 Amount of Target Bonus. The Plan Administrator will determine each Participant’s target
bonus; provided, however, that the total amount of all target bonuses may not exceed an amount
determined by the Plan Administrator.



     4.2 Performance Goals. A portion (as determined by Plan Administrator) of a target bonus will
be earned by achieving individual or team goals (the “Individual Performance Portion”). The
remaining portion of a target bonus will be earned if the Company meets Company-specific performance objectives (the “Company Performance Portion”). The
allocation of the target bonus among the Individual Performance Portion and Company Performance
Portion may be established by the Plan Administrator for all eligible Participants or individually
for certain Participants.



          (a) Individual Performance Portion. Every Participant will develop and establish quarterly
goals in conjunction with the Participant’s manager. The goals, recommended to be between three and
five in number, must be approved by the Participant’s manager, who will assign relative weights to
each goal.



          (b) Company Performance Portion. Annual or semi-annual Company goals, based on revenue and
earnings and other criteria as may be determined by the Plan Administrator will be set by the Plan
Administrator; provided, however, that no Company goal will be deemed achieved if pro-forma
earnings per share is less than an amount set by the Company at the beginning of each year. Company
goals may be amended or modified at any time (including the minimum threshold on earnings).



5. PAYMENT OF AWARDS




     5.1 Individual Performance Portion. The Individual Performance Portion of a target bonus will
be earned on a quarterly basis, based on the Participant’s achievement of his or her specified
goals and the weightings assigned to each goal. A Participant must achieve a weighted average of at
least 50% of his or her quarterly goals, as determined by and in the discretion of the
Participant’s manager, or as otherwise determined by the Plan Administrator, to earn a payment. A
Participant may earn no more than 100% of the Individual Performance Portion of his or her target
bonus as a result of meeting or exceeding individual goals.



     5.2 Company Performance Portion. The Company Performance Portion of a target bonus will be
earned on an annual or semi-annual basis, subject to the Company meeting the performance criteria
established by the Plan Administrator pursuant to Section 4.2(b). A Participant may be entitled to
payments in excess of target bonus amounts if the Company’s performance exceeds targets. A
Participant must average at least a 50% rating with respect to his or her individual goals, or as
otherwise determined by the Plan Administrator (over the course of the annual or semi-annual
Company performance period) to be eligible to receive the Company Performance Portion.



     5.3 Pro-Rata Eligibility. Participants who become eligible during a quarter must be employed
for at least two (2) months during the quarter to receive a quarterly bonus. Quarterly bonuses (the
Individual Performance Portion) will be pro-rated based on the amount of time the Participant was
bonus-eligible during the quarter. In addition, Participants who become eligible during the annual
or semi-annual period during which Company performance is measured must have been an eligible
individual for at least three (3) months prior to the end of the semi-annual period to receive an
semi-annual bonus and for at least six (6) months prior to the end of the annual period to receive
and annual bonus. Annual or semi-annual bonuses (the Company Performance Portion) will be pro-rated
based on the amount of time the Participant was bonus-eligible during the applicable period.



 









 





     5.4 Timing and Form of Payment. Bonuses will be paid as soon as administratively practicable
after the end of the applicable period (quarterly, semi-annually, or annually). A Participant must
be employed on the last day of the applicable period to receive a payment. Payment will be made by
payroll check, which is separate from the Participant’s regular payroll check, and will be subject to applicable federal, state and local
tax withholding. Notwithstanding anything in the Plan to the contrary, the Plan Administrator, in
its sole discretion, may decide at any time and for any reason, on a per-Participant basis, that
bonuses may be reduced or no bonuses will be paid.



6. GENERAL PROVISIONS




     6.1 Funding Obligations. No amounts awarded or accrued under this Plan will actually be
funded, set aside or otherwise segregated prior to payment. The obligation to pay bonuses will at
all times be an unfunded and unsecured obligation of the Company. Participants will have the status
of general creditors and may look solely to the general assets of the Company for the payment of
their bonuses.



     6.2 Transferability. No Participant will have the right to alienate, pledge or encumber his or
her interest in this Plan, and such interest will not (to the extent permitted by law) be subject
in any way to the claims of the Participant’s creditors or to attachment, execution or other
process of law.



     6.3 Beneficiaries. A Participant may designate a beneficiary to receive any bonuses earned up
to the time of death. If such designation is not made, the beneficiary named for regular employee
benefit plans will be deemed to be the name beneficiary.



     6.4 Continuing Employment Status. Neither the action of the Company in establishing the Plan,
nor any action taken under the Plan by the Plan Administrator, nor any provision of the Plan itself
will be construed to grant any Participant the right to remain in the employ of the Company for any
period of specific duration. Each eligible employee will remain an “at-will” employee, which means
that either such eligible employee or the Company may terminate the employment relationship at any
time for any reason, with or without cause.



     6.5 Integration. The Plan will be the full and complete agreement between the eligible
employees and the Company on the terms described herein.



     6.6 Validity. In the event any provision of the Plan is held illegal or invalid for any
reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan
will be construed and enforced as if the illegal or invalid provision had not been included.



     6.7 Applicable Law. The granting of bonuses under the Plan will be subject to all applicable
laws, rules and regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required. The Plan and all bonuses will be construed in accordance
with and governed by the laws of the State of California, without regard to the conflict of law
provisions.