[Company XXXXX]

[YYYY] Management Incentive Plan for [CEO Name]

I. Objective

This Plan (the “Plan”) is intended to provide a financial incentive for the eligible employees of XXXXX
(the Company) who can have significant impact on the Company’s performance. The Plan is based on
the Company’s key goals for the fiscal year beginning in [MM/YY] and ending in [MM/YY].

II. Summary

A. Philosophy
The Management Incentive Plan (MIP) is designed to reward the eligible Company employees for their
contributions toward key corporate goals. The MIP is both direct and simple, and is based on
quantitative and qualitative results.

B. Participation
The MIP is intended for those employees (Participants) who are not eligible for participation in a
Company commission or other Company cash-incentive Plan. Continuing eligibility in the MIP is
contingent upon adherence by Participant to the Company’s policies and procedures, as well as
compliance with directives issued by the Board to Participant during the term of the Plan. The
Participant's eligibility is also contingent upon the current employment of the Participant by the
Company on the date the MIP bonuses are earned. This Plan in no way constitutes an employment
contract between Participant and the Company.

Earning of the MIP bonus (if any) shall occur at the end of the Measurement Period (MM/DD/YYYY).
The Measurement Period for [YYYY] shall be the fiscal year ending [MM/DD/YYYY].

C. Distribution
The MIP will be distributed to Participant based on two factors, namely,

1. Eighty percent (80%) of the bonus will be strictly objective, based on the specific goals
defined in section III.A;
2. The remaining twenty percent (20%) will be subjective, based on the individual’s
performance. The distribution of this part of the bonus will be made at the discretion of the
Board and will be largely based on the items described in section III.B.

Bonus payments will be made only if the company achieves (XX%) of its target Bookings
recognizable of [$XXX] for the measurement period.

III. Incentive Compensation

A. Objective Measurement:
A bonus of 80% of the MIP will be paid after the end of the Measurement Period, based on actual
performance of the objectives defined below:

1. 50% based on 12-month Bookings recognizable at [XX%] of the operating plan level of
[$XX]MM.
2. 20% based on Bookings recognizable of [$XX]MM of the operating plan recognizable
through partnerships.
3. 15% based on meeting or exceeding current cash operating plan.
4. 15% based on key product release [CODENAME] on MM/DD/YYYY and producing and
achieving a product release plan for [YYYY].
 B. Subjective Measurement:
A bonus of 20% of the MIP will be paid after the end of the Measurement Period, based on performance
of the goals defined below:

1. 10% based on maintaining management team cohesion and continuity

2. 10% based a successful Series [X] investment process

C. Amount of MIP
The total amount of the bonus for [YYYY] is [$XX].

D. No MIP will be paid to Participant if at the end of the Measurement Period the Company’s cash balance
is less than the cash balance based on the Company’s [YYYY] operating plan, adjusted downward for
any incremental debt or bridge issuances that might have occurred over the course of the year.

IV. Interpretation

Any ambiguous term under this Plan shall be resolved at the discretion of the Board.

V. Signature

No payment will be made to the Participant without the Participant's signature on this document,
acknowledging his/her understanding of the MIP.

[COMPANY NAME]: [PARTICIPANT]:

By: _____________________________ By: _____________________________

Date: ________________________________ Date: _________________________________