Exhibit 10.1


CONFIDENTIAL


Docucorp
International

[Form of ]Compensation Plan

[Name] (“Officer”)

FY
2007


 


Annual Base Salary


Annual base salary of $               
effective August 1, 2006.  Any future
salary increases are solely at the discretion of the Board of Directors.


 


Revenue Bonus


A bonus based on Docucorp
International’s actual Fiscal 2007 revenue as follows:




	
  

  	
   

  	
  Bonus

  	
   

  
	
  Revenue of less than
  $[target level 1]

  	
   

  	
  $

  	
  0

  	
   

  
	
  Revenue of $[target
  level 1 plus $1] - $[target level 2]

  	
   

  	
  $

  	
   

  	
   

  
	
  Revenue of $[target
  level 2 plus $1] - $[target level 3]

  	
   

  	
  $

  	
   

  	
   

  
	
  Revenue of $[target
  level 3 plus $1] - $[target level 4]

  	
   

  	
  $

  	
   

  	
   

  
	
  Revenue of $[target level 4 plus $1] or more

  	
   

  	
  $

  	
   

  	
   

  






 


Revenue shall be defined as aggregate consolidated revenue as
determined by generally accepted accounting principles for the fiscal year
ending July 31, 2007.


 


EPS Bonus


A bonus based on Docucorp
International’s actual Fiscal 2007 Earnings Per Share (“EPS”) as follows:




	
  

  	
   

  	
  Bonus

  	
   

  
	
  EPS of less than
  $[target level 1]

  	
   

  	
  $

  	
  0

  	
   

  
	
  EPS of $[target level
  1] - $[target level 2]

  	
   

  	
  $

  	
   

  	
   

  
	
  EPS of $[target level 2
  plus .01] - $[target level 3]

  	
   

  	
  $

  	
   

  	
   

  
	
  EPS of $[target level 3
  plus .01] - $[target level 4]

  	
   

  	
  $

  	
   

  	
   

  
	
  EPS of $[target level 4 plus .01] or more

  	
   

  	
  $

  	
   

  	
   

  






 


EPS shall be defined as diluted consolidated earnings per share as
determined by generally accepted accounting principles before extraordinary
items for the fiscal year ending July 31, 2007.


 


[Segment] Revenue Bonus  [as applicable for certain executives]


A bonus based on Docucorp
International’s actual Fiscal 2007 [Segment] Revenue as follows:




	
  

  	
   

  	
  Bonus

  	
   

  
	
  Revenue of less than
  $[target level 1]

  	
   

  	
  $

  	
  0

  	
   

  
	
  Revenue of $[target
  level 1 plus $1] - $[target level 2]

  	
   

  	
  $

  	
   

  	
   

  
	
  Revenue of $[target
  level 2 plus $1] - $[target level 3]

  	
   

  	
  $

  	
   

  	
   

  
	
  Revenue of $[target
  level 3 plus $1] - $[target level 4]

  	
   

  	
  $

  	
   

  	
   

  
	
  Revenue of $[target level 4 plus $1] or more

  	
   

  	
  $

  	
   

  	
   

  






 


License revenue shall be
defined as aggregate consolidated license revenue less license royalty fees
(excluding license revenue generated by subsidiaries acquired subsequent to
July 31, 2006) as determined by generally accepted accounting principles for
the fiscal year ending July 31, 2007.









 



New North American
Processing revenue shall be defined as North American ASP processing revenue
recognized in fiscal 2007 in accordance with generally accepted accounting
principles and generated as a result of North American ASP contracts executed
during fiscal year 2007 (excluding ASP processing revenue generated by
subsidiaries acquired subsequent to July 31, 2006 and excluding ASP processing
revenues related to renewals and expansions of existing ASP agreements).


North American ASP revenue shall be defined as aggregate North American
ASP revenue (excluding revenue generated by subsidiaries acquired subsequent to
July 31, 2006) as determined by generally accepted accounting principles for
the fiscal year ending July 31, 2007.


 


North American Services revenue shall be defined as aggregate
consolidated North American Professional Services revenue, (excluding revenue
generated by subsidiaries acquired subsequent to July 31, 2006/exclusive of
outsourcing and ASP/inclusive of Policy Express) as determined by generally
accepted accounting principles for the fiscal year ending July 31, 2007.


 


[Segment] Margin Bonus [as applicable for certain
executives]


A bonus based on Docucorp International’s actual Fiscal 2007 [Segment]
margin as follows:


 




	
  

  	
   

  	
  Bonus

  	
   

  
	
  Margin of less
  than $[target level 1]

  	
   

  	
  $

  	
  0

  	
   

  
	
  Margin of
  $[target level 1 plus $1] - $[target level 2]

  	
   

  	
  $

  	
   

  	
   

  
	
  Margin of
  $[target level 2 plus $1] - $[target level 3]

  	
   

  	
  $

  	
   

  	
   

  
	
  Margin of
  $[target level 3 plus $1] - $[target level 4]

  	
   

  	
  $

  	
   

  	
   

  
	
  Margin of $[target
  level 4 plus $1] or more

  	
   

  	
  $

  	
   

  	
   

  






 


North American Services margins shall be defined as consolidated North
American operating margin for the aggregate of consolidated North American
Professional Services and Education (including Policy Express, but excluding
Docugroup) as determined by generally accepted accounting principles for the
fiscal year ending July 31, 2007.


 


ASP margins shall be defined as operating margin for the consolidated
ASP segment (including all subsidiaries) as determined by generally accepted
accounting principles for the fiscal year ending July 31, 2007.


 


General


To the extent Revenue (for the Revenue Bonus) and/or EPS (for the EPS
Bonus) and/or [Segment] Revenue (for the [Segment] Revenue Bonus) and/or
[Segment] Margin (for the [Segment] Margin Bonus) exceed the minimum amount of
the range required to achieve the Bonus, such Bonus shall be increased (to an
amount rounded to the nearest $1,000) pro-rata for such range by 80% of the
amount such Bonus would have increased had the next higher Bonus level been
achieved.


 


In the event Officer ceases to be an employee of Docucorp International
during any of the covered periods, the Revenue Bonus, EPS Bonus, [Segment]
Revenue Bonus, and [Segment Margin] Bonus (collectively referred to as
“Bonuses”) described above shall be earned and paid only if Officer is an
employee of Docucorp International on July 31, 2007.


 


Any Bonuses earned shall be paid prior to 120 days after year-end.


 


Acknowledgment:


This Compensation Plan relates only to the fiscal year ending July 31,
2007. This Compensation Plan supersedes all prior compensation plans, and its
existence does not imply that a similar compensation plan will be offered in
future periods.  Docucorp International
is not obligated to pay the employee any bonuses related to periods subsequent
to July 31, 2007 unless Docucorp International provides the employee with
express written notification of bonuses related to future periods.  The employment relationship between Docucorp
International and Officer is “at will” and is terminable by either party at any
time.  This Compensation Plan is not and
shall not be construed by either Docucorp International or Officer as a
contract for employment for a specified period of time.


 


Both parties hereby
acknowledge and agree to all information contained herein:


 


	
  

  	
   

  	
   

  
	
  Docucorp
  International

  	
   

  	
  Officer

  
	
  by: Its
  President

  	
   

  	
   

  



 


 


 



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