EXHIBIT 10.9
ART TECHNOLOGY GROUP, INC.
2005 EXECUTIVE MANAGEMENT COMPENSATION PLAN
The 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:
TITLE PERIOD TARGET BONUS PAYOUT (AT PERFORMANCE METRICS
100% OF PERFORMANCE
METRICS)
CEO Annual* $175,000 40% ATG Operating Profit**
40% ATG Revenue
20% MBOs
CFO Annual* $100,000 50% ATG Operating Profit**
30% ATG Revenue
20% Cash Mgmt
SVP SALES Annual* $40,000 100% ATG Operating Profit**
Quarterly $40,000/quarter 90% ATG Revenue and Bookings
($160,000/year) 10% CSS Renewals
SVP MARKETING Annual* $100,000 30% ATG Operating Profit**
40% ATG Revenue
30% Marketing Initiatives
SVP HUMAN RESOURCES Annual* $80,000 40% ATG Operating Profit**
20% ATG Revenue
25% HR Initiatives/MBOs
15% Employee Satisfaction
SVP PRODUCTS & TECHNOLOGY Annual* $88,000 30% ATG Operating Profit**
30% ATG Revenue
30% Product Initiatives/MBOs
10% Customer Satisfaction
* No bonus will be paid for the annual period unless ATG achieves, at minimum,
50% of its operating profit goal for 2005.
** In measuring the ATG operating profit, restructuring charges are excluded but
amortization is included.
EXHIBIT A
TERMS AND CONDITIONS OF PARTICIPATION
ATG 2005 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 2005 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 2005 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 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.
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, regardless of the provisions of the 2005 Executive
Management Compensation Plan.
Agreed by:
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Executive Signature Date
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CEO Signature Date