LoopNet, Inc.
2009 Bonus Plan
The LoopNet,
Inc. 2009 Bonus Plan (the “Plan”) is intended to:
(i) enhance stockholder value by promoting strong linkages
between employee contributions and company performance;
(ii) support achievement of the business objectives of
LoopNet, Inc. (the “Company”); and (iii) promote
retention of participating employees.
The Plan is
effective for the Company’s 2009 fiscal year beginning
January 1, 2009 through December 31, 2009 (the “Plan
Year”). The Plan is limited in time and will expire
automatically on December 31, 2009 (the “Expiration
Date”). The Plan also supersedes all prior bonus or
commission incentive plans with respect to the eligible employees
(as set forth in Section 4) or any written or verbal
representations regarding the subject matter of the
Plan.
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(a)
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The
Plan shall be administered by the Compensation Committee of the
Board of Directors of the Company (the “Compensation
Committee”). The Compensation Committee shall have all powers
and discretion necessary or appropriate to administer the Plan and
to control its operation, including, but not limited to, the power
to (i) determine which employees are eligible to participate
in the Plan, (ii) prescribe the terms and conditions of the
Plan bonuses hereunder (as further defined in Section 6 below,
the “Bonuses”), (iii) determine the extent of the
achievement of the Bonuses, (iv) adopt rules for the
administration, interpretation and application of the Plan as are
consistent therewith, and (v) interpret, amend or revoke any
such rules. The Company’s Chief Executive Officer will be
responsible for implementing the Plan.
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(b)
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All
determinations and decisions made by the Compensation Committee,
the Board, and any delegate of the Compensation Committee pursuant
to the provisions of the Plan shall be final, conclusive, and
binding on all persons, and shall be given the maximum deference
permitted by law.
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(c)
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The
Compensation Committee, in its sole discretion and on such terms
and conditions as it may provide, may delegate all or part of its
authority and powers under the Plan to one or more directors and/or
officers of the Company.
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(d)
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The
Company shall provide a copy of the Plan to each Participant (as
defined in Section 4 below) and will communicate individually
with each Participant regarding his or her level of participation
in the Plan.
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Each of the
Chief Executive Officer, President and Chief Operating Officer,
Chief Financial Officer, Chief Strategy Officer and Chief
Technology Officer, or other employee designated by the
Compensation Committee of the Company may be eligible to
participate in this Plan, provided he or she is designated by the
Compensation Committee as a participant and the Compensation
Committee has not, in its sole discretion, withdrawn such
designation (a “Participant”) and he or she meets all
the following conditions:
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(a)
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is
a full-time regular employee of the Company as of the last day of
the Plan Year;
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(b)
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has
not entered into an agreement relating to termination of his or her
employment with the Company (other than an employment agreement or
offer letter, change of control agreement, or equity compensation
agreement that provides for certain benefits in connection with the
Participant’s future termination of employment);
and
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(c)
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is
not subject to disciplinary actions, is in good standing with the
Company and is not subject to a performance improvement
plan.
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In general,
Bonuses will be based upon the achievement of a combination of
financial metrics, such as revenue; earnings before interest,
taxes, depreciation, amortization and stock based compensation
(“adjusted EBITDA”); net income; and business
objectives, including without limitation individual performance
objectives (each type of performance objective, a
“Performance Objective”). Revenue and net income shall
be measured in accordance with generally accepted accounting
principles. The Compensation Committee will determine the target
Performance Objectives, and Participants will be provided with a
summary of the target Performance Objectives.
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(a)
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Each Participant will be eligible
for payment of a Bonus equal to a percentage of Participant’s
Base Salary (as define
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