exv10w1



 





Exhibit 10.1




Unica Corporation

Fiscal Year 2007 

Executive Incentive Plan (the “Plan”)




I. Objectives

The objectives of this Plan are to recognize and reward members of the executive team for:




	 	•	 	significant contribution to the Company’s growth and profitability; and
	 	•	 	individual performance against pre-established goals for the fiscal year.





II. Plan Participation

To be eligible to participate in the Plan, the individual must be a permanent, full-time or
part-time member of the Unica executive team who works at least 24 hours per week and who was hired
on or before July 1st of the plan year (each, a “Participant”). The Plan year is
defined as October 1, 2006 to September 30, 2007.



III. Individual Incentive Payment Targets

Participant incentive payment target amounts are set by the Chief Executive Officer (“CEO”), or
such other senior executive as the CEO may delegate. CEO incentive payment target amounts are set
by the Compensation Committee or the Board of Directors. Incentive payment target amounts under
the Plan are prorated for those Participants who are hired or become eligible after the
commencement of the Plan year.



IV. Individual Performance Goals

Each Participant’s incentive payment is determined by that Participant’s performance against his or
her individual goals. At the beginning of the fiscal year, individual performance goals for FY2007
will be established and documented by Participants and their managers (“FY2007 Performance Goals”).
The individual performance of the CEO will be set, reviewed and approved by the Compensation
Committee or Board of Directors. These FY2007 Performance Goals will be in furtherance of the
Company’s top goals and the top goals of the functional area to which the Participant contributes
and may contain quarterly, midyear and full-year objectives. These goals, once developed, will be
reviewed and approved by the CEO.



V. Incentive Payment Pool

The total amount available to all Participants for incentive payments to be made under the Plan
(the “Incentive Payment Pool”) is determined by the Company’s actual performance in FY2007 versus
Total Bookings and adjusted operating income targets established during the FY2007 budget process
and approved by the Company’s Board of Directors. Performance against these financial targets will
be based on Company-wide operations for fiscal year 2007.




	 	•	 	The Incentive Payment Pool will be a percentage of the aggregate individual incentive
payment target amounts of all Participants under the Plan.





In the event that the Company consummates one or more additional acquisitions during FY 2007, the
CEO may recommend to the Compensation Committee or Board of Directors, an adjustment to the Total
Bookings and Operating Profit Targets to take into account the anticipated effect that such
acquisitions may have on the Company’s forecasted financial and operating performance.



VI.
Individual Incentive Plan Payment

Each Participant will be eligible to earn an incentive payment based on:




	 	•	 	the Participant’s “Individual Incentive Payment Target”;
	 	•	 	the Participant’s achievement of his or her FY 2007 Performance Goals; and
	 	•	 	the Incentive Payment Pool available for incentive payments.




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Up to 20% of the Participant’s Individual Incentive Payment Target will be eligible for payout at
the midpoint of the Fiscal Year, and the remaining 80% of the Participant’s Individual Incentive
Payment Target will be eligible for payout after the end of the Fiscal Year, based on the CEO’s
assessment of Participants achievement to that point in time of his or her individual FY 2007
Performance Goals in conjunction with the Incentive Payment Pool available for payout, or
in the case of the CEO’s achievement, based on the assessment of the Compensation Committee or
Board of Directors.



VII. Administration

Except with regard to his own incentive payments, the Company’s CEO will administer the Plan in
accordance with the Plan guidelines and will make determinations on the amount of Participant
incentive payments in accordance with the Plan guidelines and his own discretion, which
determinations shall be approved and ratified by the Compensation Committee or the Board of
Directors. The Compensation Committee or Board of Directors may at any time change, modify or
adjust any provision of the Plan to serve the interests of the Company. The Compensation Committee
or Board of Directors will administer the Plan as it relates to incentive payments for the CEO.



VIII. General

A Participant who is terminated for cause or a Participant who voluntarily resigns will not be
eligible for an incentive payment if they are not employed on the date of payment. Disputes arising
out of the administration and/or interpretation of this Plan shall be addressed and resolved by the
Company’s Compensation Committee, whose decisions on these matters is final. Nothing herein shall
grant any Participant the right to continue as an employee of the Company, grant any contractual
right or limit the right of the Company to dismiss a Participant as an employee.




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