Exhibit 10.1

**2005 DoubleClick Corporate Bonus Plan**
**Purpose**
It is the intent of DoubleClick Inc. to pay for results. The DoubleClick Corporate Bonus Planprovides an incentive to participants to maximize results in areas critical to the Company’ssuccess during the current year, and also rewards participants for their individual performance.
**Eligibility**
Active employees of DoubleClick Inc. who are at a salary grade level of 9 or above that arenot participating in any other short term incentive or commission plan.
**Incentive Targets**
The following table contains the annual bonus target (percent of base salary) for each salarygrade level:         **Level**    **Bonus Target** Salary Grade 16     80% Salary Grade 15    70% Salary Grade 14    60% Salary Grade 13    50% Salary Grade 12    40% Salary Grade 11    30% Salary Grade 10    20% Salary Grade 9    10%  
**Summary**
In 2005, The DoubleClick Corporate Bonus Plan will have two performance periods:
**First Performance Period:***January 1st through June 30th.*
Amid-year payment targeted at 40% of the overall targeted annual bonus will be made if thresholdlevels are met or exceeded, following the first half of the year.
**Second Performance Period:***January 1st through December 31**st**.*
An annual payment will be calculated following the end of the calendar year. This calculation willtake into account performance results for the entire calendar year. Amounts paid, if any,following the mid-year performance cycle will be subtracted from the annual bonus calculation toprovide a net bonus amount payable after the end of the year.
The level of your bonus payment for both performance periods will be based on (1) Revenue resultsversus the Annual Operating Plan targeted revenue amount; (2) Operating Margin results versus theAnnual Operating Plan targeted operating margin amount; (3) results from strategic objectives asdefined by management; and (4) your individual performance as defined in your year-end review.
**Base Salary**
For the mid-year bonus cycle, bonus calculations will be based on your base salary as of May1st of the plan year. Annual bonus calculations under the Plan will be based on a participant’ssalary grade level and base salary as of November 1st of the plan year.       Page 1 of 5 
 

 

**How Results Are Measured**
**Key Performance Results Weights**
Thetotal bonus payment will be based on three performance criteria. Thefollowing table sets forththe criteria and assigns the weighting of each:             **Performance**     **Bonus**  **Criteria**  **Corporate Criteria Definitions**  **Weighting**  Revenue  Revenue generated byDoubleClick Inc. during 2005versus the revenue targetidentified in the AnnualOperating Plan.   35%  Operating Margin  Operating margin resultsfor DoubleClick Inc. for 2005versus the operating margintarget identified in theAnnual Operating Plan.   30%  Strategic Objectives  Strategic objectives areidentified by management atthe start of the year.Results versus thesestrategic objective targetswill be analyzed for bonuscalculation.   35%  
**Revenue Performance Factor Table**
Revenue will be analyzed after the end of the mid-year performance period and the calendaryear versus targeted revenue in the Annual Operating Plan. Any gains or losses from acquisitionsor sales that occur during the calendar year will be excluded. The portion of the bonus amountallocated to revenue results (35%) will be determined according to the following table:               **CorporateRevenue Results**  **Performance Against**  **% Attainment of**     **Plan**  **Target***  **Bonus Factor**  **Above Superior**  **111% - up**  **8% for every 1% increase inrevenue**  **Superior**  **110%+**   **160****%**  **Target**  **100****%**   **100****%**  **Threshold**  **85****%**   **0****%**  **Below Threshold**  **0% - 84.9****%**   **0****%**  
**Resultsthat fall between whole numbers will have a prorated bonusfactor.*
**OperatingMargin Performance Factor Table**
30% of your targeted bonus payment will be based on Operating Margin results. OperatingMargin will be analyzed after the end of the first half performance period and the calendar yearversus targeted Operating Margin in the Annual Operating Plan. Any gains or losses fromacquisitions or sales that occur during the calendar year will be excluded. Bonus dollarsresulting from Operating Margin results will be determined according to the following table:               **CorporateOperating Margin Results**  **Performance Against**  **% Attainment of**     **Plan**  **Target***  **Bonus Factor**  **Maximum**   **130%+**    **200****%**  **Target**   **100%**** **   **100****%**  **Threshold**   **50%**** **   **50****%**  **BelowThreshold**   **0% - 49.9%**** **   **0****%**  
**Results that fall between whole numbers will have a prorated bonus factor.*       Page 2 of 5  
 

 

**Strategic Objective Ratings**
Specific multiples of performance will be developed for each strategic objective. Themultiples will vary depending upon the specific metric being used. 35% of your targeted incentivewill be based on Strategic Objective results. For strategic objectives where specific measurablemetrics are not available, the following table will be used to assess performance. StrategicObjective results will be analyzed for the mid-year performance cycle, and for the entire year.          **Customer Service / Project Work Rating**  **Bonus Plan Multiple**  **5 – Clearly Exceeds Expectations**   **200****%**  **4 – Meets or Exceeds Expectations**   **150****%**  **3 – Meets Expectations**   **100****%**  **2 – Meets Minimum Expectations**   **50****%**  **1– Does Not Meet Expectations**   **0****%**  
**Individual Performance Rating**
The individual performance ratings are consistent with those used in your mid-year and annualperformance reviews. They will be used to determine your annual merit increase amount, and, atyour managers discretion, as a **multiplier for your overall bonus plan results.**          **Customer Service / Project Work Rating**  **Bonus Plan Multiple**  Top Performer (122 to 150)   1.25   High Performer (115.01 – 121.99)   1.10   Effective Performer (100 to 115)   1.0   Needs Development (50 to 99.9)   0.5   Fails to Meet Requirements (0 – 49.9)   0.0   
**The rating scale ranges above may be adjusted to ensure a normaldistribution of performance scores.*
**Bonus Calculation**
**Mid-Year**
You are eligible to receive payment for 40% of your targeted annual bonus for results attainedduring the first half of the year. Targets will be set using the AOP targets for Revenue andOperating Margin for the first and second quarters, and, interim Strategic Objective targets. Youroverall mid-year bonus payment will be capped at 125% of your targeted mid-year bonus. Forexample, if your bonus target for the year is 20%, your mid-year targeted bonus would be 8% (40% of20%) and your maximum mid-year bonus payment will be 10% (125% of 8%).
**Year End**
Anypayments made as a result of the mid-year bonus payment will be “trued up” at year end. Thismeans that a “total” bonus calculation will be made taking the entire year’s results into account,and the bonus payment (if any) made at mid-year will be subtracted from the overall annual total.If the mid-year amount that was paid exceeds the annual amountcalculated after year end, no moneywill be due back to the company. Otherwise, the participant will receive the net of the annualversus mid-year bonus calculation amounts following year end.
**Date of Hire Prorating**
Bonuses for plan participants hired after the start of the Performance Periods (January1stthrough June 30th; January1st through December 31st) will be prorated depending onthe date of hire.       Page 3 of 5  
 

 

For the half year performance period, those hired prior to March 1st will be eligible toparticipate. Their mid-year bonus payments will be prorated to date of hire. For the calendaryear bonus cycle, those hired prior to March 1st will not have their bonus prorated.Someone hired on or after March 1st will have their bonus payment prorated to their dateof hire. For example, someone hired on July 1st would receive a prorated bonus of184/366ths of their projected bonus. Employees hired after November 1st of any year areineligible for a bonus payment for that year.
**Timing of Bonus Payments**
Bonuses will be paid twice a year for the 2005 bonus cycle. They will be calculated followingthe end of each performance period as applicable. Bonuses will be paid as soon as administrativelypracticable following the end of the performance period. Barring any unforeseen or uncontrollablecircumstances, mid-year bonuses are expected to be paid no later than August 31st, and annual bonusesgenerally are expected to be paid no later then March 15th following the year in which it wasearned.
**Employment Changes**
**New Hire**
Bonuses for new hires will be paid on a pro-rata basis during the calendar year of hire, based uponthe actual hire date of the participant and the Date of Hire Prorating section above.
**Internal Transfer**
Employees transferring from one bonus eligible position within the Company to another will havetheir bonus compensation pro-rated based on their time in each position, if the change in positionmeans a change in salary grade and therefore eligibility. Employees who transfer from a bonuseligible position to other positions within DoubleClick not covered by this Plan will be paid bonuscompensation based on the job they are leaving and only for the pro-rated period the employeeactually worked in the bonus-eligible position. In no event shall a participant be eligible fortwo bonus or commission plans at the same time. The bonus or commission plan in the new positionwill always take precedent over any other plan.
**Termination**
Employees who leave the Company either voluntarily or involuntarily are not eligible for bonuspayments. To be eligible for a bonus payment, the participant must be actively employed byDoubleClick Inc. on the exact date that the bonuses are paid.       Page 4 of 5  
 

 

**Additional Terms**
Employees may not participate in this Plan if they are participants in any other cash basedincentive plan of DoubleClick, including DoubleClick’s Sales Commission Plans, or any othersubsidiary or related company.
DoubleClick retains the right to make adjustments in subsequent payments for errors that haveoccurred with relation to Corporate Bonus Plan payments. This includes both errors made in favorof the plan participant, and errors made in favor of the Company.
Nothing in this Corporate Bonus Plan summary shall in any way limit the ability of seniormanagement and the Compensation Committee of the Board of Directors, in their sole discretion, topay any individual or group of individuals a discretionary bonus award in addition to any bonuspayment made under the Plan.
The DoubleClick Corporate Bonus Program may be amended, revised, replaced, or terminated at anytime unilaterally by DoubleClick. DoubleClick reserves the right to interpret and implement theterms of this plan in its sole discretion.
Incentive targets may be adjusted by management or the Compensation Committee of the Board ofDirectors at their sole discretion for any reason during the course of the Plan Performance Period,including but not limited to changes in business conditions.
You should be aware that employment at DoubleClick is for no specific period of time. As a result,either you or DoubleClick are free to terminate our employment relationship at any time, for anyreason, with or without cause. The “at-will” nature of your employment with DoubleClick may onlybe changed in an express writing by you and the Chief Executive Officer of DoubleClick. Noemployee or agent of DoubleClick is authorized to provide you with any statement, letter, orcontract promising anything contrary to this statement of at-will employment, unless that contrarystatement, letter, or contract is in writing and is signed by DoubleClick’s Chief ExecutiveOfficer. Nothing herein should be construed to change, in any way, the “at-will” nature of youremployment.
This Plan is governed by the laws of the State of New York.       Page 5 of 5