Exhibit 10.1
CMGI
FY 2007 Executive Management
Incentive Plan
The objective of the FY 2007
Executive Management Incentive Plan (“2007 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”).
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2.
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Period of
Effectiveness
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This Plan relates to the 2007 fiscal
year, August 1, 2006 to July 31, 2007.
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
2007 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.
Participants will be assigned a
target payout for the 2007 EMIP Plan, expressed as a percentage of
base salary. This percentage (the “Target Payout”)
represents the potential dollar award that will be earned at full
achievement of goals for all Plan components. The Target Payout
will vary according to the Participant’s position. Actual
payout will vary based on individual performance and Company
performance, as set forth below.
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5.
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Plan
Components and Targets
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The Plan payout will be measured
based upon achievement against “NGOI” (regional and/or
corporate, depending on the Participant’s role) and
Individual Performance, as further described below. A percentage of
each Participant’s Target Payout will be allocated to each of
the relevant components for that Participant.
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A.
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Non-GAAP
Operating Income (Loss) (“NGOI”)
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Non-GAAP Operating Income (Loss)
(“NGOI”) is defined as Operating Income (Loss) of CMGI,
Inc., excluding depreciation, amortization of intangibles, stock
based compensation, long-lived asset impairment and restructuring
charges, and exclusive of the effects of @Ventures
operations.
Each Participant’s target
payout will include a component based on corporate NGOI targets.
Some Participants will also have a component based on a regional
NGOI target. Each Participant will be informed of the relevant
“Base Target” for corporate NGOI and, if applicable,
for regional NGOI for the Participant’s region. For corporate
NGOI, an “Over-Achievement Target” will also be
established
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B.
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Individual
Performance
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Each Participant’s target
payout 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.
If CMGI does not achieve the Base
Target for corporate NGOI, no payments whatsoever will be made
under this Plan, whether for NGOI achievement (corporate or
regional) or for individual performance.
No payout will be made without
approval from the Committee.
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7.
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Calculation of Achievement and Overachievement
Adjustments
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In the event that the relevant Base
Target for corporate NGOI is achieved, each Participant would be
eligible to receive full payment of the corporate NGOI component of
his or her Target Payout. If the corporate NGOI exceeds the Base
Target, the total payout made to the Participant for corporate NGOI
will be based on a pro rata sliding scale running between 100% and
200% based on the spread between the Base Target and the
Overach
