Exhibit 10.1


 


BLADELOGIC,
INC.

AMENDED AND RESTATED

SENIOR EXECUTIVE INCENTIVE BONUS PLAN


 


1.                                       Purpose


 


This Senior Executive Incentive Bonus Plan (the “Incentive
Plan”) is intended to provide an incentive for superior work and to motivate
eligible executives of BladeLogic, Inc. (the “Company”) and its subsidiaries
toward even higher achievement and business results, to tie their goals and
interests to those of the Company and its stockholders and to enable the
Company to attract and retain highly qualified executives. The Incentive Plan
is for the benefit of Covered Executives (as defined below).


 


2.                                       Covered
Executives


 


From time to time, the Compensation Committee of the
Board of Directors of the Company (the “Compensation Committee”) may select
certain key executives (the “Covered Executives”) to be eligible to receive
cash bonuses and stock-based awards hereunder.


 


3.                                       Administration


 


The Compensation Committee shall have the sole
discretion and authority to administer and interpret the Incentive Plan.


 


4.                                       Bonus
Determinations


 


(a)                                  A
Covered Executive may receive a bonus payment or stock-based award grant under
the Incentive Plan based upon the attainment of performance targets which are
established by the Compensation Committee and relate to financial measures with
respect to the Company or any of its subsidiaries, as well as individual
performance goals (collectively, the “Performance Goals”), as set forth in Exhibit
A attached hereto.


 


(b)                                 Except
as otherwise set forth in this Section 4(b): 
(i) any bonuses paid or stock-based awards granted to Covered Executives
under the Incentive Plan shall be based upon pre-determined formulas that tie
such bonuses or stock-based awards to one or more performance targets relating
to the Performance Goals, (ii) bonus and stock-based award formulas for Covered
Executives shall be adopted in each performance period by the Compensation
Committee, and (iii) no bonuses shall be paid or stock-based awards granted to
Covered Executives unless and until the Compensation Committee makes a
determination with respect to the attainment of the performance objectives. Notwithstanding
the foregoing, the Company may pay bonuses or grant stock-based awards
(including, without limitation, discretionary bonuses) to Covered Executives
under the Incentive Plan based upon such other terms and conditions as the
Compensation Committee may in its sole discretion determine.


 


(c)                                  Each
Covered Executive shall have a targeted bonus opportunity for each performance
period, which opportunity shall be a stated percentage of base salary, as
determined


 





















 


in the sole
discretion of the Compensation Committee. The maximum bonus payable to a
Covered Executive under the Plan is described in Exhibit A attached
hereto.


 


(d)                                 Each
Covered Executive shall have a targeted stock-based award grant opportunity for
each performance period, as determined in the sole discretion of the
Compensation Committee. The maximum stock-based award grant opportunity for a
Covered Executive under the Plan is described in Exhibit A attached
hereto.


 


(e)                                  The
payment of a bonus or grant of a stock-based award to a Covered Executive with
respect to an applicable performance period shall be conditioned upon the
Covered Executive’s employment by the Company on the last day of the
performance period; provided, however, that the Compensation
Committee may make exceptions to this requirement, in its sole discretion,
including, without limitation, in the case of a Covered Executive’s termination
of employment, retirement, death or disability.


 


5.                                       Timing
of Payment or Grant


 


The Performance Goals for bonus payments will be
measured on a quarterly and annual basis and the Performance Goals for
stock-based awards will be measured at the end of each fiscal year after the
completion of the Company’s annual audit of its financial statements. If the
Performance Goals are met, payments and grants will be made within 30 days
thereafter. Notwithstanding the foregoing, the Company may pay bonuses or grant
stock-based awards to Covered Executives under the Incentive Plan at any time,
as the Compensation Committee may in its sole discretion determine.


 


6.                                       Amendment
and Termination


 


The Company reserves the right to amend or terminate
the Incentive Plan at any time in its sole discretion.


 

















 


EXHIBIT A


 


PERFORMANCE
GOALS


 


President and Chief Executive Officer:  Cash Bonus – no minimum, target of 150% and
maximum of 200% of base salary - 80% of which will be based on the Company’s
performance against recognized revenue goals of the Company as determined by
the Board, and 20% of which will be based on the Company’s performance against
EBIT (earnings before interest and taxes) goals of the Company as determined by
the Board. Equity Bonus – no minimum, target of 100,000 shares of restricted
stock and maximum of 150,000 shares of restricted stock – 100% of which will be
based on the Company’s performance against recognized revenue goals of the
Company as determined by the Board.


 


Executive Vice President and Chief Operating
Officer:  Cash Bonus –
no minimum, target of 130% of base salary and no maximum - 80% of which will be
based on the Company’s performance against recognized revenue goals of the
Company as determined by the Board and 20% of which will be based on the
Company’s performance against EBIT goals of the Company as determined by the
Board. Equity Bonus – no minimum, target of 60,000 shares of restricted stock
and maximum of 120,000 shares of restricted stock – 100% of which will be based
on the Company’s performance against recognized revenue goals of the Company as
determined by the Board.


 


Executive Vice President and Chief Financial
Officer:  Cash Bonus –
no minimum, target of 111% and maximum of 130% of base salary - 40% of which
will be based on the Company’s performance against recognized revenue goals of the
Company as determined by the Board, 40% of which will be based on the Company’s
performance against EBIT goals of the Company as determined by the Board and
20% of which shall be discretionary. Equity Bonus – no minimum, target of
60,000 shares of restricted stock and maximum of 120,000 shares of restricted
stock – 100% of which will be based on the Company’s performance against
recognized revenue goals of the Company as determined by the Board.


 


Executive Vice President and Chief Technology
Officer:  Cash Bonus –
no minimum, target of 90% and maximum of 108% of base salary - 40% of which
will be based on the Company’s performance against recognized revenue goals of
the Company as determined by the Board, 20% of which will be based on the
Company’s performance against EBIT goals of the Company as determined by the
Board and 40% of which shall be discretionary. Equity Bonus – no minimum,
target of 40,000 shares of restricted stock and maximum of 80,000 shares of
restricted stock – 100% of which will be based on the Company’s performance
against recognized revenue goals of the Company as determined by the Board.