Exhibit 99.1
ART TECHNOLOGY GROUP, INC.
2006 EXECUTIVE MANAGEMENT COMPENSATION PLAN (AS AMENDED)
The following executive officers of ATG are eligible to participate in this plan, subject to the execution by the executive officer of the Terms and Conditions of Participation set forth as Exhibit A to this plan. The target bonus payout for the indicated periods and the applicable performance metrics for each executive officer are as follows:
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| | | | | TARGET BONUS | | |
| | | | | PAYOUT | | |
| | | | | (AT 100% OF | | |
| | | | | PERFORMANCE | | |
| TITLE | | PERIOD | | METRICS) | | PERFORMANCE METRICS |
| | | | | | | | | |
| CEO | | Annual* | | $ | 200,000 | | | 35% ATG Worldwide Product &
Service Revenue
10% ATG Worldwide Hosting Revenue
35% ATG Operating Profit**
20% MBOs |
| | | | | | | | | |
| CFO | | Annual* | | $ | 100,000 | | | 30% ATG Operating Profit**
30% ATG Revenue
20% Investor Satisfaction
20% Cash Mgmt |
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| SVP SALES | | Annual * | | $ | 40,000 | | | 100% ATG Operating Profit** |
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| | | Quarterly | | $40,000/quarter
($160,000/year) | | 50% ATG Revenue
50% Bookings |
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| SVP MARKETING | | Annual* | | $ | 100,000 | | | 30% ATG Operating Profit**
40% ATG Revenue
30% Marketing Initiatives |
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SVP HUMAN
RESOURCES | | Annual* | | $ | 80,000 | | | 40% ATG Operating Profit**
25% ATG Revenue
20% HR Initiatives/MBOs
15% Employee Satisfaction |
| | | | | | | | | |
SVP PRODUCTS &
TECHNOLOGY | | Annual* | | $ | 100,000 | | | 30% ATG Operating Profit**
30% ATG Revenue
40% Achieving Product Roadmap Quality and Delivery on Schedule |
| | | | | | | | | |
| SVP SERVICES | | Annual * | | $ | 20,000 | | | 100% ATG Operating Profit** |
| | | | | | | | | |
| | | Quarterly | | $20,000/quarter
($80,000/year) | | 40% ATG Hosting Revenue
20% Professional Services and Education Gross Margins
20% Customer Support and Services Gross Margins
20% Bookings |
* No bonus will be paid for the annual period unless ATG achieves, at minimum, 50% of its operating profit goal for 2006.
** In measuring the ATG operating profit, restructuring charges and option expensing are excluded but amortization and depreciation are included.
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EXHIBIT A
TERMS AND CONDITIONS OF PARTICIPATION
ATG 2006 EXECUTIVE MANAGEMENT COMPENSATION PLAN
| 1. | | No incentive payments will be paid unless you are actively employed by ATG at the time incentive payments are made, or unless otherwise provided in a separate written agreement between you and ATG. Payments are generally made six to twelve weeks following the end of the applicable period if approved financial statements are available. |
| 2. | | These payments are offered as an incentive, but are not guaranteed. ATG (including the Compensation Committee of ATG’s Board of Directors) reserves the sole right to make changes to any and all terms and conditions of the 2006 Executive Management Compensation Plan due to changes in business conditions, performance of the executive or the company or other factors, at the sole discretion of the Compensation Committee of ATG’s Board of Directors. |
| 3. | | ATG reserves the right to make goal substitutions to meet changing business requirements. There may be additional deliverables not explicitly detailed in the attached MBO listing, as specified by ATG Management. |
| 4. | | Participation in the 2006 Executive Management Compensation Plan is no guarantee of participation in any subsequent plans. The company reserves the sole right to designate participants, and to make any and all changes to a participant’s yearly plan. |
| 5. | | The final payout amount to the executive officers, except the chief executive officer, must be approved by the Compensation Committee of ATG’s Board of Directors, including payout of any amounts over 100% of target and partial payments when targets are partially achieved. The final payout amount to the chief executive officer will be recommended to the Board of Directors by the Compensation Committee of ATG’s Board of Directors and approved by the ATG Board of Directors. Additional factors may be considered in determining the final payout amount. |
| 6. | | In all circumstances, the amount and timing of any incentive payment are solely within the discretion of the Compensation Committee of ATG’s Board of Directors and the ATG Board of Directors, regardless of the provisions of the 2006 Executive Management Compensation Plan. |
Agreed by:
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| Executive Signature | | Date | | |
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| CEO Signature | | Date | | |
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