Purpose
This Twitter 2013 Target Commission Plan (the "Plan") describes the terms and conditions for earning Commissions, and the manner and rates at which Commissions may be earned and paid. The Plan is intended to reward you (the "Eligible Employee") for your achievement against specified goals. The Plan has been designed to pay competitively and to align with the Company's growth strategies.
Duration
This Plan is in effect as of January 1, 2013, and replaces and supersedes all previous plans, agreements, and understandings between the Eligible Employee and the Company, whether verbal or in writing, in relation to the amount and the method for payment of Commissions, and other subjects covered herein. Any changes to the terms set out in this Plan must be in writing and signed by the Plan Manager. Net Revenue Served in 2013 will be eligible for Commissions under this Plan. The Plan terminates upon the earlier of December 31, 2013, or when replaced by a new Plan, at the discretion of Twitter (through the Plan Manager).
Eligibility
To be eligible for Earned Commissions under this Plan, you must: (1) be employed by the Company; (2) fulfill all of the conditions to Earning the Commissions as set forth in this Plan and your Target Document for each Measurement Period; and (3) sign and return acknowledgement of this Plan and the associated Target Documents. By for participating in this Plan, the Eligible Employee is not eligible to participate in any other Company commission plan during the duration of the Plan.
Definitions
As used in this Plan, the terms and phrases below have the following meanings:
Account-A specified business or portion of a business organization.
Advances-Any and all Commissions paid before being fully Earned, whether or not labeled or described as such, which are based on Commissions anticipated to be earned. Cumulative Advances are reconciled against Earned Commissions, or other amounts, as set forth in this Plan and at the end of each Measurement Period. When an Advance exceeds the amount of Earned Commissions, the difference owed by the Eligible Employee generally is carried forward until reconciled against Commissions in one or more later Measurement Period (s), as set forth in this Plan. Advances are provided at the discretion of Twitter, and can be increased, decreased, or eliminated entirely, at any time in the Company's sole discretion, to the greatest extent permissible by applicable law.
Advertiser-The term "advertiser" may be used interchangeably with "clients" and/or "customers" to describe the Company's paid advertisers.
Base Pay-The minimum guaranteed form of payment to the Eligible Employee for services during his active employment with Twitter, which form of payment may be expressed as an hourly, weekly, monthly, or annual pay rate. Base pay does not include Commissions under this Plan, nor does it include benefits or other forms of compensation that are or may be offered by the Company, unless otherwise required by applicable law.
Commissions-A Commission is compensation the Eligible Employee may earn based on successful sales activities as set forth in his Target Document.
Company-The specific company within the Twitter group of companies that employs the Eligible Employee under this Plan.
Curve-A graphical depiction of Commission payouts relative to increasing Target achievement. Various Curves are depicted in the earnings charts contained in this Plan.
Earned Commission -A Commission payment becomes Earned only if each and every one of the following conditions is met: (1) you are an Eligible Employee; (2) you are employed by the Company on the date a Commission is determined to be Earned subject to the terms of this plan; (3) Twitter receives full payment within six months of invoicing from an Advertiser for Served ads; (4) such invoicing results in Net Revenue; and (5) all other earnings criteria as set out in this Plan and the associated Target Document are met. Commissions paid out prior to being Earned are Advances. Unless already Advanced, all Earned Commissions will be paid no later than the next regularly scheduled payroll period.
Measurement Period-A three calendar month quarter during Twitter's fiscal year, which coincides with the calendar year, beginning January 1 and ending the following December 31. The quarterly Measurement Periods are: Q1= January 1-March 31; Q2= April 1-June 30; Q3= July 1-September 30; Q4= October1-December 31.
Net Revenue-Amounts actually paid from Advertisers for Served and invoiced advertisements within six months of invoicing, after applying any applicable discounts. Net Revenue excludes each of the following types of revenue:
l Self-serve ads-including ads the submitted by the advertiser directly through the Company's online ads platform;
l House ads-including advertisements running on Twitter-owned handles or, in rare cases, as part of a customer test;
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