EXHIBIT 10.20
OFFICER'S BONUS TERM SHEET
ALL VICE PRESIDENTS OF WEBSENSE, INC. NOT COVERED BY ANOTHER INCENTIVE
COMPENSATION PROGRAM ARE GENERALLY ELIGIBLE FOR AN ANNUAL TARGET BONUS OF 25% OF
THEIR ANNUAL SALARY ("ANNUAL TARGET").
THIS BONUS IS BASED UPON THE COMPANY
ACHIEVING A COMBINATION OF OBJECTIVE PERFORMANCE GOALS, INCLUDING ITS BILLINGS
AND/OR OPERATING PROFIT OBJECTIVES, ALONG WITH ANY OTHER COMPANY OR INDIVIDUAL
PERFORMANCE GOALS AS MAY BE DETERMINED BY THE COMPENSATION COMMITTEE.
BONUSES ARE EARNED AND PAID QUARTERLY, BASED ON THE ACHIEVEMENT OF QUARTERLY
PERFORMANCE GOALS.
EACH OFFICER'S QUARTERLY TARGET BONUSES GENERALLY CUMULATE
TO 80% OF THE ANNUAL TARGET, ALTHOUGH EACH QUARTER'S TARGET BONUS MAY VARY AS A
PERCENTAGE OF THE ANNUAL TARGET.
AT THE END OF THE FISCAL YEAR, AN ADDITIONAL
TARGET BONUS AMOUNT GENERALLY EQUAL TO 20% OF THE ANNUAL TARGET MAY BE EARNED
BASED ON THE ACHIEVEMENT OF ANNUAL PERFORMANCE GOALS.
Quarterly and annual bonuses under the plan, if earned, may range from 50% of
the target bonus amount (based on non-satisfaction of objectives) to a maximum
of 150% of the target bonus amount (based on exceeding objectives).
The Company reserves the right to change the officer bonus terms and/or Term
Sheet from time to time as it feels necessary to accomplish its goals, including
as a result of market conditions, personnel, new or different product offerings
and/or corporate restructuring.