Exhibit 10.20
EHEALTH, INC.
EXECUTIVE BONUS
PLAN
2009
1. Plan Objectives
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Reward management for achieving
stated business objectives
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Build long-term stockholder
value
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Provide competitive compensation
for senior management
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2. Administration . The
Compensation Committee of eHealth, Inc. (the “Company”)
will administer the Executive Bonus Plan (the “Plan”).
The Compensation Committee reserves the right at any time during
the fiscal year to modify the Plan in total or in part. This Plan
may be amended, suspended or terminated at any time at the sole and
absolute discretion of the Compensation Committee.
3. Eligibility . The Chief
Executive Officer of the Company (“CEO”) and other
senior management of the Company as nominated by the CEO and
approved by the Compensation Committee (collectively,
“Participants”) are eligible to participate in this
Plan. Participation in the Plan in one year does not imply
continued Plan participation in any subsequent year. Participants
must be employed at the time of payment to earn any payment under
the Plan.
Eligible senior management hired
during the Plan year will have their Target Incentive Percentage
and Maximum Incentive Percentage set by the Compensation Committee
(see Item 5 below). Such Participant’s incentive payout
will be pro-rated from the first day of employment; provided that
the Compensation Committee determines that the Participant is
eligible to participate. Employees hired after September 30,
2009 are not eligible for incentive payout for the 2009 Plan year,
unless the Compensation Committee determines otherwise.
4. Term . 12 months,
commencing on January 1, 2009 and ending on December 31,
2009.
5. Target Incentive Payout .
The Compensation Committee will approve a Target Incentive
Percentage and a Maximum Incentive Percentage for each Participant.
The incentives under this Plan are expressed as a percentage of
annual base salary as of the time the Compensation Committee
approves a Participant’s participation in the Plan (the
“Annual Salary”). Attached, as Exhibit A, is a schedule
of the Annual Salary, Target and Maximum Incentive Percentages and
aggregate incentive for each 2009 Plan Participant. The aggregate
“Target Incentive Award” for each Participant is equal
to that Participant’s Annual Salary multiplied by the Target
Incentive Percentage for that Participant.
6. Incentive Determination .
Company Performance (CP): 75% of each Participant’s potential
Target Incentive Award is based upon achievement of the 2009
Revenue, Non-GAAP Operating Earnings (without stock compensation)
and EBITDA (GAAP Operating Income,
excluding Stock Compensation and Depreciation
and Amortization Expenses) performance goals of the Company (each,
a “Goal”) as approved by the Compensation Committee in
connection with the adoption of this Plan and subject to adjustment
as set forth elsewhere in this Plan. The Revenue Goal, the Non-GAAP
Operating Earnings Goal and the EBITDA Goal each comprise 25% of
the total potential Target Incentive Award. In order to determine
payouts based upon Goal performance achievement between whole
percentages, the Compensation Committee shall apply straight-line
interpolation.
On-Target Performance
Payout. In the event
the Company meets one of the foregoing Goals, a Participant shall
receive, in connection with the Company achieving that Goal, 25% of
the product determined by multiplying the Target Incentive
Percentage of the Participant by the Participant’s Annual
Salary (a “Goal Target Payout”).
Below 95%
Performance. If a
Goal is achieved as to less than 95%, there will be no payout for
that Goal.
95-99% Performance
Payout. If a Goal is
achieved at a 95% level, a Participant shall receive, in connection
with the partial achievement of that Goal, 25% of the Goal Target
Payout. If a Goal is achieved at the 96% level, a Participant shall
receive, in connection with the partial achievement of that Goal,
30% of the Goal Target Payout. If a Goal is achieved at the 97%
level,
