Certain confidential
information contained in this document, marked by brackets [**],
has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
Chordiant Confidential
Information
Exhibit 10.81
Chordiant
Fiscal Year 2009 Executive
Incentive Bonus Plan
This Executive
Incentive Bonus Plan (the “Plan”) will cover all
Executive Officers and Vice Presidents of the Company (except for
the Vice President of Services, the Vice President of Sales, the
General Counsel, and those paid on sales commission
plans). Bonuses under this Plan will be calculated and
paid (if applicable) based on the Company’s financial results
as filed on Forms 10-Q and 10-K (and the associated non-GAAP
reconciliations historically included in press releases and filed
on a Form 8-K) for the Company’s 2009 fiscal year versus the
Company’s FY2009 Financial Plan on one quantitative measure:
Revenue (as defined below).
A
participant’s total bonus payments under the Plan shall not
exceed 300% of his or her 2009 fiscal year target
bonus. Payments for any given quarter will be limited to
a maximum of 100% of the participant’s target bonus for that
quarter, plus any cumulative “catch up” payment for
prior quarters.
The quarterly bonus
calculations will be computed using year-to-date figures.
Cumulative “catch up” payments will be made for any
prior quarter shortfall against the goals.
Except for the
[**], for quarterly payments to be made under the Plan, the Company
must be profitable on a non-GAAP Operating Profit basis. For the
[**], for payments to be made under the Plan, the Company’s
[**] cannot exceed the forecasted [**] in the FY2009 Financial
Plan.
At the end of the
fiscal year, the Company will evaluate its 2009 fiscal year revenue
attainment against its 2009 fiscal year revenue goal. Payments for
performance in excess of 100% of its annual revenue goal will be
calculated and paid as provided in this Plan.
Plan
Summary
Quantitative
Component (in $US):
Maximum payout to a
participant – 300%
Payments
|
|
Limited to 100% maximum payment for a current
quarter, plus any cumulative “catch-up” to bring any
prior quarter to 100%.
|
|
|
Overachievement above 100% paid at end of
fiscal year.
|
|
|
To qualify for payment, Company must be
profitable on a non-GAAP Operating Profit basis in [**], and
achieve better than forecasted [**].
|
Component
– GAAP Revenue
Weighting
– 100%
Revenue Goal per
FY2009 Financial Plan (Reported GAAP Revenue in $US)
Quarter
Year-to-Date
Q1 [**]
[**]
Q2 [**]
[**]
Q3 [**]
[**]
Q4 [**]
[**]
FY2009
[**]
Performance*
Payout*
Thresholds 80%
60%
100%
80%
120%
100%
160%
300%
*Performance and
payout interpolate between levels
Profitability
Requirements
Non-GAAP
Operating Profit (Loss) Goal per FY2009 Financial Plan
(Reported Non-GAAP Operating Profit in $US)
Quarter
Year-to-Date
Q1 [**]
[**]
Q2 [**]
[**]
Revenue
“Revenue” is defined as revenue as recognized under
GAAP on the Company’s quarterly consolidated statement of
operations in $US.
Each quarter, a
participant is eligible to receive a bonus equal to twenty-five
percent (25%) of his or her annual bonus target (plus “catch
up” payments described elsewhere in this
Plan). Bonus payments are subject to the following:
·
If the Company does not achieve at least 80% of its year-to-date
Revenue goal, then no bonus will be paid for that quarter.
·
If the Company achieves at least 80% of its year-to-date Revenue
goal (and satisfies t
