| Eligibility: | | 1. All of the Company’s executive officers. 2. The executive officer must be employed by the Company both before October 1, 2013 and on the date bonuses are paid to be eligible to receive a bonus. 3. Any newly hired executive officer will become eligible to participate in the 2013 Executive Bonus Plan (the “Bonus Plan”) beginning on the first day of the quarter following his or her start date (i.e., an executive officer who is hired on April 1, 2013 will be eligible to participate in the Bonus Plan beginning on July 1, 2013), with the executive officer’s bonus payment prorated based on the date he or she becomes eligible to participate. |
| Bonus Level: | | Target bonus levels are a fixed percentage of the executive officer’s annual base salary as of December 31, 2013. The exact percentage is specified in the executive officer’s employment offer letter, or as subsequently modified by the Compensation Committee of the Board of Directors (the “Committee”). However, if an executive officer’s bonus level percentage is changed on or after July 1, 2013, then a weighted average calculation based on the date of the change will be utilized to calculate the individual’s bonus level percentage. |
| Bonus Components: | | For each of the Company’s executive officers, the total bonus is composed of two parts. • 50%of the bonus is awarded based on the Company achieving the2013 Annual Non-GAAP Revenuesgoal; and • 50%of the bonus is awarded based on the Company achieving the2013 Annual Adjusted EBITDA goal. The 2013 Annual Non-GAAP Revenues goal and the 2013 Adjusted EBITDA goal will be evaluated independently of each other. No bonuses will be paid with respect to a goal unless the Company achieves such goal at a level equal to 105% of the Company’s 2013 Board Plan (the “Minimum Threshold”). To the extent that the Company achieves a goal at a level equal to the Minimum Threshold, then each executive officer will receive a bonus that equals 25% of his or her target bonus amount. Accordingly, if the Company were to achieve both the 2013 Annual Non-GAAP Revenues goal and the 2013 Adjusted EBITDA goal at a level equal to the Minimum Threshold, then each executive officer will receive a bonus that equals 50% of his or her target bonus. There are additive compensation components that provide for additional payouts on a stepped basis if the Company exceeds the Minimum Threshold for either goal. However, in no event may Niccolo de Masi, the Company’s President and Chief Executive Officer, and Eric Ludwig, the Company’s Executive Vice President and Chief Financial Officer, receive a bonus that exceeds 200% of his target bonus amount, and in no event may Matthew Ricchetti, the Company’s President of Studios, and Scott Leichtner, the Company’s Vice President and General Counsel, receive a bonus that exceeds 150% of his target bonus amount, regardless of the extent to which the Company exceeds the Minimum Threshold for either goal. |
