exv10w26



 



Exhibit 10.26



Executive Performance-Based Compensation Arrangement



PURPOSE. The purpose of the Raindance Communications, Inc. Executive
Performance-Based Compensation Arrangement (the “Arrangement”) is to provide
certain Executives of the Company with incentive compensation based upon the
level of achievement of financial, business and other performance criteria.


ADMINISTRATION. The Compensation Committee of the Board shall be the Committee
under the Arrangement. The Committee shall have full power and authority to
construe, interpret and administer the Arrangement. All decisions of the
Committee shall be final, conclusive and binding upon all parties, including
the Company, its stockholders and participants.


PERFORMANCE MEASURES. The Committee shall designate and approve the applicable
performance measures pertaining to each Executive participant. Such
performance measures can be any measurable criteria tied to the Company’s
success that the Committee may determine, including, but not limited to, gross
revenue, net income, stock price, product development and release, sale of the
Company, individual performance, earnings per share, return on assets, return
on equity, and other Company and business unit financial objectives. All
performance measures pertaining to a participant shall be of such a nature that
an objective third party having knowledge of all the relevant facts could
determine whether performance results with respect to such performance measures
have been achieved. The Committee may adjust or amend any such performance
measures as it deems appropriate from time to time.


BENEFITS. The Committee may select appropriate Executives and key employees of
the Company for participation in this Arrangement, each of whom may be entitled
to benefits as determined by the Committee; provided, however, that the amount
available under this Arrangement to be allocated among such Executives and key
employees shall not exceed in the aggregate $4.7 million in cash compensation
and 750,000 shares of restricted stock. If prior to the achievement of any
performance measures pertaining to a participant as designated by the
Committee, such participant’s employment relationship with the Company is
terminated, the participant will not be entitled to receive any benefits under
this Arrangement.


NO IMPLIED EMPLOYMENT RIGHTS. The selection of an individual for participation
in the Arrangement shall not give such participant any right to be retained in
the employ of the Company or any of its affiliates, and the right of the
Company and any such affiliate to dismiss such participant or to terminate any
arrangement pursuant to which any such participant provides services to the
Company, with or without cause, is specifically reserved, subject to any
separate employment contract that a participant may have with the Company or
one of its affiliates. There is no obligation for uniformity of treatment of
participants under the Arrangement.


TERM; AMENDMENT. The Arrangement shall be effective as of February 19, 2003
and shall terminate as to each participant automatically upon the receipt by a
participant of the maximum benefits to which a participant is entitled under
this Arrangement, unless sooner amended or terminated by the Board. The Board
reserves the right to amend or discontinue this Arrangement or the benefits
provided hereunder at any time; provided, however, that no such amendment or
termination shall affect the right of any participant to any unpaid benefit
that has accrued and become payable due to the achievement, prior to such
amendment or termination of the Arrangement, of the performance measures
pertaining to such participant as designated by the Committee.