Exhibit 99.1
LIMELIGHT NETWORKS,
INC.
MASTER EXECUTIVE &
MANAGEMENT BONUS PLAN
1. Purposes of the Plan . The
Plan is intended to increase stockholder value and the success of
the Company by motivating executives and management to
(a) perform to the best of their abilities, and
(b) achieve the Company’s objectives.
2. Definitions .
(a) “ Affiliate ”
means any corporation or other entity (including, but not limited
to, partnerships and joint ventures) controlled by the
Company.
(b) “ Actual Award
” means as to any Performance Period, the actual award (if
any) payable to a Participant for the Performance Period, subject
to the Committee’s authority under Section 3(d) to
modify the award.
(c) “ Board ”
means the Board of Directors of the Company.
(d) “ Bonus Pool
” means the pool of funds available for distribution to
Participants. Subject to the terms of the Plan, the Committee
establishes the Bonus Pool for each Performance Period.
(e) “ Code ”
means the Internal Revenue Code of 1986, as amended. Reference to a
specific section of the Code or regulation thereunder will include
such section or regulation, any valid regulation promulgated
thereunder, and any comparable provision of any future legislation
or regulation amending, supplementing or superseding such section
or regulation.
(f) “ Committee ”
means the committee appointed by the Board (pursuant to
Section 3) to administer the Plan. Until otherwise determined
by the Board, (i) the Company’s Compensation Committee
will constitute the Committee, and (ii) for administrative
convenience, the independent, non-employee members of the Board
also may act as the Committee from time to time.
(g) “ Company ”
means Limelight Networks, Inc., or any successor
thereto.
(h) “ Disability
” means a permanent and total disability determined in
accordance with uniform and nondiscriminatory standards adopted by
the Committee from time to time.
(i) “ Employee ”
means any executive, manager or key employee of the Company or of
an Affiliate, whether such individual is so employed at the time
the Plan is adopted or becomes so employed subsequent to the
adoption of the Plan.
(j) “ Participant
” means as to any Performance Period, an Employee who has
been selected for participation in the Plan for that Performance
Period.
(k) “ Performance
Period ” means the period of time for the measurement of
the performance criteria that must be met to receive an Actual
Award, as determined by the Committee in its sole discretion. A
Performance Period may be divided into one or more shorter periods
if, for example, but not by way of limitation, the Committee
desires to measure some performance criteria over twelve
(12) months and other criteria over three
(3) months.
(l) “ Plan ”
means this Executive Bonus Plan, as set forth in this instrument
and as hereafter amended from time to time.
(m) “ Target Award
” means the target award, at 100% performance achievement,
payable under the Plan to a Participant for the Performance Period,
as determined by the Committee in accordance with
Section 3(b).
(n) “ Termination of
Service ” means a cessation of the employee-employer
relationship between an Employee and the Company or an Affiliate
for any reason, including, but not by way of limitation, a
termination by resignation, discharge, death, Disability,
retirement, or the disaffiliation of an Affiliate, but excluding
any such termination where there is a simultaneous reemployment by
the Company or an Affiliate.
3. Selection of Participants and
Determination of Awards .
(a) Selection of Participants
. The Committee, in its sole discretion, will select the Executives
who will be Participants for any Performance Period and may also
select, or may delegate to the executives selection of,
non-executive Employees who will be Participants in the Plan.
Participation in the Plan is in the sole discretion of the
Committee (or, for non-executive Employees, the discretion of the
executives if such discretion has been delegated by the Committee),
on a Performance Period by Performance Period basis. Accordingly,
an Employee who is a Participant for a given Performance Period in
no way is guaranteed or assured of being selected for participation
in any subsequent Performance Period or Periods.
(b) Determination of Target
Awards . The Committee, in its sole discretion, will establish
a Target Award for each Executive Participant. The Committee may
delegate to Executives establishment of Target Awards for
non-executive Participants.
(c) Bonus Pool . Each
Performance Period, the Committee, in its sole discretion, will
establish a Bonus Pool. Actual Awards will be paid from the Bonus
Pool.
(d) Discretion to Modify
Awards . Notwithstanding any contrary provision of the Plan,
the Committee may, in its sole discretion and at any time,
(i) increase, reduce or eliminate a Participant’s Actual
Award, and/or (ii) increase, reduce or eliminate the amount
allocated to the Bonus Pool. The Committee may determine the amount
of any reduction on the basis of such factors as it deems relevant,
and will not be required to establish any allocation or weighting
with respect to the factors it considers.
(e) Discretion to Determine
Criteria . Notwithstanding any contrary provision of the Plan,
the Committee will, in its sole discretion, determine the
performance goals applicable to any Target Award which requirement
may include, without limitation, total revenue, revenue from
specific product lines, cash flow; earnings; earnings per share;
earnings before interest and taxes; earnings before interest,
taxes, depreciation, and amortization; operating profit; gross or
operating margin and individual objectives. As
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determined by the Committee, the performance
goals may be based on GAAP or Non-GAAP results and any actual
results may be adjusted by the Committee for one-time items or
unbudgeted or unexpected items when determining whether the
performance goals have been met. The goals may be on the basis of
any factors the Committee determines relevant, and may be on an
individual, divisional, business unit or Company-wide basis. The
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