Commission Plan Agreement

This Commission Plan Agreement (this "Agreement") is entered into as of effective_date for fiscal year fiscal_year by and between:

company_name ("Company"); and

employee_name ("Employee"), serving as position.

1. Compensation Overview

1.1 On-Target Earnings

Employee's total on-target earnings ("OTE") for the Plan Period are composed of:

Base Salary: base_salary per year, paid in accordance with Company's regular payroll schedule

Target Commission: target_commission per year (at 100% quota attainment)

Total OTE: The sum of Base Salary and Target Commission

1.2 Plan Period

This Commission Plan is effective for the fiscal year fiscal_year (the "Plan Period"). Company reserves the right to modify the commission plan for subsequent fiscal years with appropriate notice.

1.3 Pay Mix

Employee's compensation mix is designed to balance guaranteed income (base salary) with performance-based incentives (commission). The target pay mix is approximately [X]% base / [X]% variable. This structure reflects the level of influence Employee has over revenue outcomes.

2. Quota and Targets

2.1 Annual Quota

Employee's annual sales quota for the Plan Period is annual_quota (the "Quota"). The Quota represents the revenue target that, when achieved, results in payment of the full Target Commission.

2.2 Quarterly Allocation

The annual Quota shall be allocated across quarters as follows:

Q1: [X]% of annual Quota ($[Amount])

Q2: [X]% of annual Quota ($[Amount])

Q3: [X]% of annual Quota ($[Amount])

Q4: [X]% of annual Quota ($[Amount])

Quarterly allocations may be adjusted by Company based on seasonality, market conditions, or strategic priorities with at least thirty (30) days' written notice.

2.3 Quota Adjustments

Company may adjust Employee's Quota during the Plan Period in the following circumstances: (a) territory changes; (b) product or pricing changes that materially affect revenue potential; (c) organizational restructuring; (d) market conditions that materially affect the addressable market; or (e) Employee's role changes. Any quota adjustment will be communicated in writing with a clear rationale and at least thirty (30) days' notice.

3. Commission Structure

3.1 Base Commission Rate

Employee shall earn a commission of commission_rate% on all Qualifying Revenue (as defined in Section 4) up to and including 100% quota attainment.

3.2 Accelerators

For Qualifying Revenue that exceeds 100% of Quota, Employee shall earn an accelerated commission rate of accelerator_rate% on all revenue above quota (the "Accelerator Rate"). This accelerator rewards overperformance and is uncapped unless otherwise noted.

3.3 Multi-Tier Accelerators

The following tiered accelerator schedule applies:

0% - 50% attainment: commission_rate% commission rate (or reduced rate per Section 3.4)

50% - 100% attainment: commission_rate% commission rate

100% - 150% attainment: accelerator_rate% commission rate

150%+ attainment: [X]% commission rate (super-accelerator)

3.4 Decelerators

If Employee's quota attainment for any quarter falls below 50%, commissions for that quarter may be calculated at 50% of the standard commission rate. This provision may be waived at the discretion of Employee's manager and the VP of Sales. Decelerators are designed to ensure minimum performance thresholds are met.

3.5 Commission Caps

There is no cap on total commission earnings under this Plan, unless a cap is explicitly stated in this section. Company believes that uncapped commissions drive exceptional performance.

4. Qualifying Revenue

4.1 Definition

"Qualifying Revenue" means revenue from closed-won deals that meet all of the following criteria:

(a) The deal was sourced, managed, or materially influenced by Employee as documented in Company's CRM system;

(b) The customer has executed a binding agreement with Company;

(c) The deal has been approved by Company's finance and legal teams;

(d) The customer has made their initial payment (or, for annual contracts, the first invoice has been issued); and

(e) The deal meets Company's minimum deal size requirements.

4.2 Revenue Types

The following revenue types are eligible for commission:

(a) New business: Revenue from new customer logos

(b) Expansion: Upsell and cross-sell revenue from existing assigned accounts

(c) Renewal: [Included / Excluded / Included at reduced rate of X%]

(d) Multi-year contracts: Commissions are calculated on the annual contract value (ACV), not total contract value (TCV), unless otherwise specified

4.3 Exclusions

The following shall not count as Qualifying Revenue:

(a) Revenue from existing customers that were not assigned to Employee;

(b) Professional services, implementation, or training fees (unless specifically included in writing);

(c) Deals with terms below Company's minimum deal requirements;

(d) Revenue from deals involving Company officers, directors, or affiliates;

(e) Revenue that is subsequently refunded, written off, or charged back;

(f) Revenue from channel partner deals where Employee did not play a direct role; and

(g) One-time setup fees or non-recurring charges (unless otherwise specified).

5. Deal Crediting and Split Deals

5.1 Primary Crediting

Revenue shall be credited to the Employee who is designated as the primary account owner or opportunity owner in Company's CRM system at the time the deal is closed. Disputes regarding deal ownership shall be resolved by the VP of Sales.

5.2 Split Deals

In cases where multiple sales representatives contribute to a deal, commission may be split between the contributors. Split percentages shall be documented in the CRM before the deal closes and approved by the VP of Sales. The total of all splits shall not exceed 100% unless Company chooses to offer double-crediting as a strategic incentive.

5.3 Overlay and Specialist Credits

If overlay specialists or sales engineers contribute to a deal, their commission shall be calculated separately and shall not reduce Employee's commission unless otherwise specified.

6. Payment and Timing

6.1 Commission Payments

Commissions shall be calculated monthly and paid on the regular payroll cycle following the month in which the Qualifying Revenue is credited. Example: commissions earned in January will be paid with the February payroll cycle.

6.2 Commission Statements

Company shall provide Employee with a detailed commission statement each pay period showing: (a) deals credited; (b) revenue amounts; (c) applicable commission rates; (d) calculated commission amounts; (e) any adjustments or clawbacks; and (f) year-to-date totals.

6.3 Draws

Company may, at its discretion, provide a recoverable or non-recoverable draw against future commissions during Employee's first [X] months if Employee is newly hired or newly assigned to a territory. The type, amount, and terms of any draw will be documented separately in writing. Recoverable draws will be offset against future commission payments.

6.4 Timing of Payment

Commission payments are processed within the pay period following the month in which the deal qualifies. If there is a delay in payment processing due to revenue verification, Company will communicate the expected payment date to Employee.

7. Clawback Provisions

7.1 Clawback Triggers

If a customer obtained through Employee's efforts cancels their contract, fails to pay, receives a refund, or issues a chargeback within ninety (90) days of the initial sale (the "Clawback Period"), the commission paid on that revenue shall be subject to recovery by Company.

7.2 Clawback Process

Company may offset clawback amounts against future commission payments. If Employee separates from Company while a clawback balance is outstanding, the balance may be deducted from Employee's final paycheck to the extent permitted by applicable law. Company shall provide written notice of any clawback with supporting documentation.

7.3 Exceptions

Clawbacks shall not apply if the customer cancellation or non-payment is attributable to Company's failure to deliver the product or service as promised, or to actions by Company personnel other than Employee.

8. Territory and Account Assignments

8.1 Territory Assignment

Employee's territory and account assignments shall be determined by Company and communicated in writing. The territory may be defined by geography, industry vertical, account size, named accounts, or a combination thereof.

8.2 Territory Changes

Company reserves the right to adjust territories, account assignments, and quota allocations at any time based on business needs, with reasonable notice to Employee (minimum thirty (30) days for material changes). In the event of territory changes, Company will use commercially reasonable efforts to ensure equitable treatment of in-progress deals.

8.3 Account Transitions

When accounts are reassigned between sales representatives, deals that are past the proposal stage at the time of reassignment shall remain credited to the original representative for commission purposes. Deals in earlier stages shall be transferred to the new representative.

9. Spiffs, Bonuses, and Special Incentives

Company may offer additional short-term incentives ("SPIFFs"), bonuses, or contests from time to time. These incentives will be communicated in writing and are separate from the standard commission plan. SPIFFs and bonuses may have their own terms regarding eligibility, payment timing, and clawback provisions.

10. Dispute Resolution

10.1 Commission Disputes

If Employee disagrees with a commission calculation, Employee must submit a written dispute to their manager within thirty (30) days of the commission statement date. The dispute should include the specific transaction(s) in question and the basis for the disagreement.

10.2 Resolution Process

The VP of Sales and Finance shall review the dispute and make a final determination within fifteen (15) business days. The determination shall be communicated to Employee in writing with supporting rationale. If the dispute is resolved in Employee's favor, any owed commission shall be paid in the next regular pay cycle.

11. Termination and Separation

11.1 Voluntary or Involuntary Termination

Upon termination of employment (voluntary or involuntary): (a) Employee shall be entitled to commissions on all Qualifying Revenue earned through the last day of employment; (b) deals in the pipeline that have not yet closed as of the termination date shall not be eligible for commission; and (c) any clawback obligations shall survive termination.

11.2 Leave of Absence

During an approved leave of absence, Employee's territory and accounts may be temporarily reassigned. Commission treatment during leave shall be documented in writing prior to the commencement of leave.

12. Plan Modifications

Company reserves the right to modify this Commission Plan at any time with thirty (30) days' written notice to Employee. Modifications shall apply prospectively only and shall not affect commissions already earned. Material modifications include changes to commission rates, quota, territory, or qualifying revenue definitions. Employee's continued employment following the effective date of any modification constitutes acceptance of the modified terms.

13. General Provisions

(a) This Commission Plan is not a guarantee of employment and does not alter Employee's at-will employment status (where applicable).

(b) This Agreement is personal to Employee and may not be assigned or transferred.

(c) In the event of a conflict between this Agreement and Employee's employment agreement, this Agreement shall control with respect to commission matters.

(d) This Agreement supersedes all prior commission plans and understandings for the Plan Period.

(e) All commission payments are subject to applicable tax withholdings.

(f) Company's records and CRM data shall be the authoritative source for deal attribution and revenue calculations.

By signing below, Employee acknowledges that they have read, understand, and agree to the terms of this Commission Plan for fiscal year fiscal_year.

Employee

employee_name

Position: position

[Electronic signature will be collected via zsign]

Company

company_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]