Internet Security Systems, Inc. [YEAR] ISS Executive Incentive Plan

EXHIBIT 10.1

Internet Security Systems, Inc.

[YEAR] ISS Executive

Incentive Plan

[Approval Date]

I. PURPOSE

• • This Executive Incentive Plan (the "Plan") sets forth the Company's policies governing compensation effective January 1, [YEAR] through December 31, [YEAR] or until such time as the Plan is amended in writing. Your individual base salary level and quarterly and annual incentive targets are reflected on the attached Individual Compensation Opportunity Statement.

    In order to receive incentive compensation payments under this Plan, you must sign and return a copy of this Plan to the VP, Human Resources. Further, you must be employed through the end of a performance period to qualify for an incentive payment for that period (quarterly or annual).

II. OBJECTIVES

• The objectives of the Executive Incentive Plan are to reward you for:

• • Executing our plan in accordance with corporate revenue, profitability and operational goals
  • Representing ISS' best interests in all business relationships
  • Contributing to the successful development and achievement of ISS' strategic goals and objectives
  • Working with other key members of the management team in clarifying and communicating a winning market and product strategy and translating this strategy into clear market plans
  • Developing a corporate culture based upon performance, integrity, compassion and ISS core values

• • III. RESPONSIBILITIES

  Your responsibilities in keeping with the objectives stated above are to:

• • Represent yourself and ISS at all times in the most ethical and professional manner
  • Lead your individual unit with integrity and in accordance with ISS core values
  • Take full responsibility to execute company plans and meet performance objectives

• • • established in accordance with our strategic imperatives.

• • Meet or exceed performance targets as set forth in this Plan
  • Manage expenses associated with your activities wisely, prudently and in accordance with the company's expense policies
  • Ensure that your behavior and leadership continually perpetuate the GO ISS culture

IV. INCENTIVE COMPENSATION PLAN

• • Your variable compensation opportunity will be made up of Quarterly and Annual Incentive Opportunities as outlined in the Individual Compensation Opportunity Statement furnished to you.

V. PAYMENTS

• • Incentive Payments will be made quarterly within 30 days from ISS announced earnings and performance. All payments will be made for achievement against the [YEAR] ISS measures and approved by the Compensation Committee of the Board of Directors.

VI. QUARTERLY INCENTIVE PLAN MEASURES

• • The quarterly incentive plan measures for Corporate Executives are:

• • ISS consolidated quarterly revenue
  • Quarterly earnings per share (non-GAAP, as adjusted)
  • Days Sales Outstanding at end of quarter

• • The quarterly incentive plan measures for Theatre Heads are:

• • Theatre product quarterly revenue
  • Theatre total quarterly revenue
  • Theatre quarterly contribution margin
  • Theatre Days Sales Outstanding at end of quarter

• • The relative weight