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Exhibit
10.1
CMGI
FY 2008 Executive
Management Incentive Plan
The objective of the FY 2008
Executive Management Incentive Plan (“2008 EMIP Plan”
or “Plan”) is to recognize and reward the achievement
of financial, business and management goals that are essential to
the success of CMGI, Inc. and its subsidiaries (the
“Company” or “CMGI”).
| 2. |
Period of Effectiveness |
This Plan relates to the 2008
fiscal year, August 1, 2007 to July 31, 2008.
Certain executive employees
of CMGI and its subsidiaries, as determined by the Human Resources
and Compensation Committee of the Board of Directors of CMGI (the
“Committee”), are eligible for participation in the
2008 EMIP Plan. (Each such designated person is called a
“Participant” in this Plan.)
CMGI will issue all
Participants a notice of their eligibility and their individual
Plan components by providing a document in the form of Appendix B
to each eligible Participant. Other eligibility requirements are
listed in Section 9 below.
| 4. |
Target Payout Percentage |
Participants will be assigned
a target payout percentage for the 2008 EMIP Plan, expressed as a
percentage of Base Salary (as defined herein). This percentage (the
“Target Payout Percentage”) represents the potential
bonus that will be earned at full achievement of goals for all Plan
components. The Target Payout Percentage will vary according to the
Participant’s position. Actual payout percentage will vary
based on the factors described in Section 5 below.
| 5. |
Plan Components and Targets |
The Plan payout will be
measured based upon achievement against “NGOI”
(regional and/or consolidated, depending on the Participant’s
role) and Individual Performance, as further described below. A
percentage of each Participant’s Target Payout Percentage
will be allocated to each of the relevant components for that
Participant.
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A. |
Non-GAAP Operating Income (Loss)
(“NGOI”) |
Non-GAAP Operating Income
(Loss) (“NGOI”) is defined as operating income (Loss)
of CMGI, Inc. excluding net charges related to depreciation,
amortization of intangible assets, stock-based compensation and
restructuring.
Each Participant’s
Target Payout Percentage will include a component based
on
Consolidated NGOI targets.
Some Participants will also have a component based on a Regional
NGOI target. Each Participant will be informed of (i) the
relevant “Base Target” for Consolidated NGOI,
(ii) the “Budget Target” for Consolidated NGOI
and, if applicable, for Regional NGOI for the Participant’s
region, and (iii) a “Maximum Target” for
consolidated NGOI.
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B. |
Individual Performance |
Each Participant’s
Target Payout Percentage will include a component based on
achievement of individual goals and objectives. In order to be
eligible for the individual performance component, all Participants
must have clearly documented individual goals and objectives
established in conjunction with and approved by the Chief Executive
Officer (and in the case of the Chief Executive Officer, by the
Committee). Achievement of these goals and objectives will be
assessed by the Chief Executive Officer following the close of the
fiscal year. In the event the Company realizes overachievement with
regard to corporate NGOI , the actual payment made with
respect to individual performance will be increased
proportionally to the amount of overachievement paid with respect
to corporate NGOI.
If CMGI does not achieve the
Base Target for consolidated NGOI, no payments whatsoever will be
made under this Plan, whether for NGOI achievement (consolidated or
regional) or for individual performance.
No payout will be made
without approval from the Committee.
| 7. |
Calculation of Achievement and Overachievement
Adjustments |
In the event that the
relevant Base Target for Consolidated NGOI is achieved, each
Participant would be eligible to receive a portion of the
Consolidated NGOI component of his or her Target Payout Percentage
based on a pro rata sliding scale running between 0% to 100% based
on the spread between the Base Target and the Budget Target. If the
Consolidated NGOI exceeds the Budget Target, the total payout made
to the Participant for Consolidated NGOI will be based on a pro
rata sliding scale running between 100% and 200% based on the
spread between the Budget Target and the Maximum Target.
The Regional component of the
payout will be calculated as follows:
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The
Consolidated achievement percentage will be multiplied by the total
potential target bonus pool to determine the amount of the actual
bonus pool.
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The
Consolidated and personal components of the payout will be
calculated based on the Consolidated achievement
percentage.
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