2015 Executive Cash Incentive Bonus Plan Exhibit 10.66 |
Bonus Plan Structure – Table of Contents • Metrics • Annual Weighting of Metrics • Target Payouts by Quarter • Target Setting • Target Leverage and Ranges • Miscellaneous 2 CONFIDENTIAL Copyright © 2015 Constant Contact, Inc. |
Metrics • QRG o Defined as quarterly revenue growth. • Adjusted EBITDA Margin o Adjusted EBITDA is calculated by taking GAAP net income, adding depreciation and amortization, stock-based compensation, adjusting for taxes and contingent consideration adjustment (if any), then subtracting interest and other income, net. Adjusted EBITDA margin is equal to adjusted EBITDA divided by revenue. • Individual Performance Objectives (MBOs) o MBOs will be focused on identifiable and measurable objectives related to specific areas of responsibility (measured semi-annually). 3 CONFIDENTIAL Copyright © 2015 Constant Contact, Inc. |
CEO Executive Officers (except CEO) QRG 75% 50% Adjusted EBITDA Margin 25% 15% MBOs -- 35% 100% 100% Annual Weighting of Metrics 4 CONFIDENTIAL Copyright © 2015 Constant Contact, Inc. |
Target Payouts by Quarter Q1 Q2 Q3 Q4 Total QRG 18.75% 18.75% 18.75% 18.75% 75% Adjusted EBITDA Margin 6.25% 6.25% 6.25% 6.25% 25% 25% 25% 25% 25% 100% 5 (CEO) CONFIDENTIAL Copyright © 2015 Constant Contact, Inc. |
(Executive Officers, except CEO) Q1 Q2 Q3 Q4 Total QRG 12.5% 12.5% 12.5% 12.5% 50% Adjusted EBITDA Margin 3.75% 3.75% 3.75% 3.75% 15% MBOs -- 17.5% -- 17.5% 35% 16.25% 33.75% 16.25% 33.75% 100% 6 Target Payouts by Quarter CONFIDENTIAL Copyright © 2015 Constant Contact, Inc. |
Target Setting • QRG o Set by Compensation Committee at beginning of year and mid-year based on budget approved by the Board of Directors. • Adjusted EBITDA Margin o Set by Compensation Committee at beginning of year and mid-year based on budget approved by the Board of Directors. • Individual MBOs o Set by CEO at beginning of year and mid-year for each executive officer and reviewed by Compensation Committee. 7 CONFIDENTIAL Copyright © 2015 Constant Contact, Inc. |
Target Leverage and Ranges CONFIDENTIAL Copyright © 2015 Constant Contact, Inc. 8 • QRG o Minimum target QRG achievement threshold – payout at 70% of target. o Budget QRG achievement – payout at 125% of target. o Maximum target QRG achievement threshold – payout at 250% of target. o See chart on next page. • Adjusted EBITDA Margin o Minimum target Adjusted EBITDA Margin threshold – (target less one percentage point); payout at 95% of target. o Maximum target Adjusted EBITDA Margin threshold – (target plus one percentage point); payout at 115% of target. o See chart on next page. • MBOs o Minimum threshold established for each executive officer. o Maximum payment established for each executive officer (capped in all cases at 200%). o Payout equal to weighted % attainment of objective. |
Target Leverage and Ranges Achievement < Target EBITDA – 1% Point Target EBITDA - 1% Point Target EBITDA % Target EBITDA + 1% Point > Target EBITDA + 1% Point (and above) Payout Percentage¹ 0% 95% 100% 115% 115% QRG Leverage Model Adjusted EBITDA Margin Model 1 Linear interpolation between primary data points 1 Linear interpolation between primary data points 9 Achievement <70% 70% 75% 80% 85% 90% 95% Budget 100% 110% 120% 130% 140% 150% >150% Payout 0% 50% 63% 75% 88% 100% 112.5% 125% 146% 167% 188% 209% 230% 250% 1 CONFIDENTIAL Copyright © 2015 Constant Contact, Inc. |
Miscellaneous • All payments under the 2015 Executive Cash Incentive Bonus Plan are subject to the Clawback Policy adopted by the Compensation Committee in December 2013. 10 CONFIDENTIAL Copyright © 2015 Constant Contact, Inc. |