2011 Annual Performance Award Policy to 2010 Omnibus Incentive Plan Of GeoEye, Inc
EX-10.25 3 ex10_25.htm EXHIBIT 10.25 ex10_25.htm
EXHIBIT 10.25
2010 Omnibus Incentive Plan of GeoEye, Inc.
2011 Annual Performance Award Policy
The purpose of this 2011 Performance Award Policy (the “Policy”) is to set forth the performance criteria with respect to the payment of annual cash performance awards (“Performance Awards”) to executives of GeoEye, Inc. (the “Company”) for the Company’s 2011 fiscal year pursuant to the 2010 Omnibus Incentive Plan of GeoEye, Inc. (the “Plan”).
Target Performance Awards
Each executive set forth on Exhibit A (the “Participants”) who remains employed by the Company through December 31, 2011, will be eligible for a Performance Award pursuant to the Plan for the 2011 fiscal year in an amount based on (i) the target percentage of such participant’s base salary set forth on Exhibit A and (ii) the funding of the Performance Award Pool (as defined below) based on the percentage of the revenue and EBITDA targets achieved for the 2011 fiscal year.
Revenue and EBITDA Targets
For the 2011 fiscal year, the revenue target is $382.5 million and the EBITDA target is $190.2 million. EBITDA is a non-GAAP financial measure as defined and reported in the Company’s quarterly SEC filings. These targets are derived from the budget submitted to the Board in February 2011.
Performance Award Pool
Annual Performance Awards will be paid to Participants out of a funded pool (the “Performance Award Pool”) equal to the sum of the target Performance Awards for all Participants. The Performance Award Pool will be adjusted up or down based on actual Company financial performance.
The funding of the Performance Award Pool is based on the aggregate value of the award targets for the Participants and the percentage of the revenue and EBITDA targets achieved. 25% of each portion of the Performance Award Pool will fund upon achievement of 75% of each of the revenue and EBITDA targets. An additional 1% of the Performance Award Pool will be funded for every 1% of revenue and EBITDA target achievement between 75% and 100%, and an additional 2% for every 1% of revenue and EBITDA target achievement between 100% and 125%. Funding will be capped at 200% of individual Performance Award targets upon achieving 125% of both the revenue and EBITDA targets. The following chart is an example of how the Performance Award Pool may be funded:
Example Performance Award Pool Funding:
| Revenue | EBITDA | Total Perf. AwardPool Funded | ||||||||||||||||||||||||
| Achievmt | % Bonus Funded | $ Bonus Funded | % Bonus Funded | $ Bonus Funded | % Bonus Funded | $ Bonus Funded | ||||||||||||||||||||
| < 75 | % | 0 | % | $ | 0 | 0 | % | $ | 0 | 0 | % | $ | 0 | |||||||||||||
| 75 | % | 25 | % | $ | 477,894 | 25 | % | $ | 477,894 | 50 | % | $ | 955,788 | |||||||||||||
| 80 | % | 30 | % | $ | 573,473 | 30 | % | $ | 573,473 | 60 | % | $ | 1,146,945 | |||||||||||||
| 85 | % | 35 | % | $ | 669,052 | 35 | % | $ | 669,052 | 70 | % | $ | 1,338,103 | |||||||||||||
| 90 | % | 40 | % | $ | 764,630 | 40 | % | $ | 764,630 | 80 | % | $ | 1,529,261 | |||||||||||||
| 95 | % | 45 | % | $ | 860,209 | 45 | % | $ | 860,209 | 90 | % | $ | 1,720,418 | |||||||||||||
| 100 | % | 50 | % | $ | 955,788 | 50 | % | $ | 955,788 | 100 | % | $ | 1,911,576 | |||||||||||||
| 105 | % | 60 | % | $ | 1,146,945 | 60 | % | $ | 1,146,945 | 120 | % | $ | 2,293,891 | |||||||||||||
| 110 | % | 70 | % | $ | 1,338,103 | 70 | % | $ | 1,338,103 | 140 | % | $ | 2,676,206 | |||||||||||||
| 115 | % | 80 | % | $ | 1,529,261 | 80 | % | $ | 1,529,261 | 160 | % | $ | 3,058,521 | |||||||||||||
| 120 | % | 90 | % | $ | 1,720,418 | 90 | % | $ | 1,720,418 | 180 | % | $ | 3,440,836 | |||||||||||||
| 125 | % | 100 | % | $ | 1,911,576 | 100 | % | $ | 1,911,576 | 200 | % | $ | 3,823,152 | |||||||||||||
Example Participant Award Calculation:
Assume a participant’s base salary is $200,000 and his target Performance Award is 30% of his base salary, or $60,000. If 75% of each of the revenue and EBITDA targets is achieved, the executive’s actual Performance Award will be 50% of his target Performance Award, or $30,000. If 100% of each of the revenue and EBITDA targets is achieved, the executive’s actual Performance Award will be 100% of his target Performance Award, or $60,000. If 125% of each of the revenue and EBITDA targets is achieved, the executive’s actual Performance Award will be 200% of his target Performance Award, or $120,000.
Determination of Performance Awards
The Committee (as defined in the Plan), in its sole discretion, shall determine the extent to which the revenue and EBITDA targets have been achieved, and the amount of the Performance Awards for each executive management Participant for the 2011 fiscal year in accordance with the terms of the Plan. Executive management, in its sole discretion, shall determine the amount of the Performance Awards for all other Participants. In determining the amount of and individual’s award, the Committee and executive management may consider such factors as an individual’s role in the company, level of responsibility, achievement of personal performance goals, and overall performance impact on company performance.
Subject to the terms of the Plan, the Committee has all discretion and authority necessary or appropriate to administer the Plan and the Performance Awards, including, but not limited to, the power to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, and to make all other determinations necessary or advisable in the administration of the Plan and the Performance Awards, and all such determinations shall be final and binding upon all Participants and persons having an interest in the Plan.
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Exhibit A
PARTICIPANTS
2011 Annual Performance Award Policy as of Plan Approval Date
| Position | Name | |
| EXECUTIVE MANAGEMENT | ||
| CEO | O'Connell | |
| COO | Schuster | |
| CFO | Greeves | |
| General Counsel | Warren | |
| CTO | O'Toole | |
| SENIOR VICE PRESIDENTS | ||
| SVP Marketing | Frazier | |
| SVP Sales | Tully | |
| SVP Product Integration | Wallach | |
| VICE PRESIDENTS | ||
| VP CIO | Aleksiev | |
| VP Engineering | Alleyne | |
| VP International Sales | Colombi | |
| VP Legal | Connors | |
| VP Government Affairs | Dinh | |
| VP Business Development | Edmundson | |
| VP Human Resources | Galyean | |
| VP Information Services | Glanzmann | |
| VP Engineering Devel | Helmering | |
| VP Internal Financial Reporting | Housman | |
| MJ General Manager | Leibbrandt | |
| VP Ground Systems | Lipka | |
| VP Finance | Mayr | |
| VP Controller | Montgomery | |
| VP Space Systems Eng. | Morgan | |
| VP Operations | Peterson | |
| VP Financial Systems | Price | |
| VP Investor Relations | Scherago | |
| VP N.A. Sales | Wilt |
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