2010 Annual Performance Award Policy to 2006 Omnibus Stock and Performance Incentive Plan Of ORBIMAGE Holdings Inc

The purpose of this 2010 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 2010 fiscal year pursuant to the 2006 Omnibus Stock and Performance Incentive Plan of GeoEye, Inc. (the “Plan”).

Each executive set forth on Exhibit A (the “Participants”) who remains employed by the Company through December 31, 2010, will be eligible for a Performance Award pursuant to the Plan for the 2010 fiscal year in an amount based on (i) the target percentage of such participant’s base salary set forth below 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 2010 fiscal year.

For the 2010 fiscal year, the revenue target is $322.5 million and the EBITDA target is $165.3 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 December 2009.

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 range of Performance Award Pool funding is based on achievement of between 75% and 125% of the revenue and EBITDA targets. Failure to achieve at least 75% of each of the revenue and EBITDA targets will result in no funding of the Performance Award Pool.

25% of the Performance Award Pool will fund upon achievement of 75% 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 sets forth the funding of the Performance Award Pool:

 

				Revenue								EBITDA								Total Bonus Pool Funded
Achievmt				% Bonus Funded				$ Bonus Funded				% Bonus Funded				$ Bonus Funded				1% Bonus Funded				$ Bonus Funded
	<75	%			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

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.

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 Participant for the 2010 fiscal year in accordance with the terms of the Plan. 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.

Position	Name
CEO	O'Connell
COO	Schuster
CFO	Greeves
CTO	O'Toole
General Counsel	Warren
Vice Presidents:
CIO	Aleksiev
Communications	Brender
Corporate Controller	Montgomery
Domestic Sales	Wilt
Engineering	Alleyne
Engineering Devel	Helmering
Finance	Balthazor
Financial Systems	Price
HR	Galyean
International Sales	Colombi
Investor Relations	Scherago
Legal	Connors
MJ General Manager	Leibbrandt
Operations	Peterson
Sales	Tully

NOTE: Subsequent to Plan Approval Date, Suzanne Housman and Lisa Mayr were hired in Finance and added as Participants.

 

 

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