A SaaS Sofware Company

2009 Incentive Compensation Plan

Name: XXXXXXX Annual Base Salary: $xxx,xxx

Title: CEO Annual Target Bonus: $xxx,xxx
Annual OTE: $xxx,xxx

Overall Weighting

Annual
Metric Weight Bonus

1. Financial Metrics (45%):

Total Bookings Q109 @ $x,xxx,xxx (See matrix) 5.0% $xxx,xxx
Total Bookings 2009 @ $x,xxx,xxx (See matrix) 15.0% $xxx,xxx
FYE Cash Balance @ $x,000,000 and CFBE @ $x.xm (Subjective: 0-200%) 25.0% $xxx,xxx

2. Funding / 2010 Viability Secured (25%): 25.0% $xxx,xxx

New round closed with outside lead investor (Subjective: 0-200%)

3. Product: 2 High Quality Releases/Staffing Optimized (15%) 15.0% $xxx,xxx

Release X and Release Y delivered on plan (See attached)
(Subjective: 0-200%)

4. Strategic Partership Leverage (15%)*: 15.0% $xxx,xxx

Milestone: Points Earned:
LOI Signed 2.5 pts
Contract signed 2.5 pts
Rollout 2.5 pts
* Bonus = (Total pts x .01)/.15 * ($xx,000)

Total Earned at 100% Achievement 100.0% $xxx,xxx

Plan Design:

 Effective Date -- January-December 2009.

 Bonus paid by January 31, 2010.
 Participant must be employed by Company through the end of the year to be eligible for the incentive payment.
 Bookings equal the gross (prior to partner commissions and referral fees) dollar value of all subscriptions + services that can be invoiced immediately.
 Subscription amounts that can not be invoiced until some later period will not count as a Booking until such time as they can be invoiced.
 Payout schedule for bookings is attached. Bonus will be calculated using the % Bonus Rate shown for the Total Bookings threshold level achieved.
 Nothing in this Plan shall be construed to create or imply the creation of any employment contract between the Company and any Employee,
or to create a guarantee of employment for any specific period of time.
 Incentive Bonus payments will be subject to applicable taxes and withholding.
 The Board reserves the right to change the plan based on the needs of the business

Acknowlegement that the Incentive Plan has been reviewed:

Signature Date