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DWRE > SEC Filings for DWRE > Form 8-K on 15-Feb-2013All Recent SEC Filings

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Form 8-K for DEMANDWARE INC


15-Feb-2013

Change in Directors or Principal Officers


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2013, the Compensation Committee of the Board of Directors (the "Board") of Demandware, Inc. (the "Company") approved cash bonus awards to its executive officers under the Company's 2012 incentive compensation plan (the "2012 Incentive Plan"). In making its determination regarding bonus awards under the 2012 Incentive Plan, the Compensation Committee considered the Company's achievement with respect to several corporate performance metrics approved by the Board at the beginning of 2012 and the achievement by the Company's executive officers of individual performance objectives established at the beginning of 2012.

The table below sets forth the 2012 corporate performance objectives and, with respect to each objective, the relative weighting, the performance and threshold targets, the Company's actual achievement during 2012 and the weighted achievement percentage. Pursuant to the 2012 Incentive Plan, for any corporate performance metric for which the actual achievement was determined to be below the threshold, the weighted achievement percentage for that metric was 0%.

                                         Relative      Performance Target       Threshold        2012 Actual      Weighted Achievement
2012 Performance Objectives              Weighting     (for 100% payout)         Target          Achievement           Percentage
Subscription Revenue                        40%          $71.0 million        $71.0 million     $67.9 million              0%

Average annual contract value
("ACV") for customer contracts
executed in 2012                            40%          $26.9 million        $20.3 million     $18.9 million              0%

Processing efficiency                       20%                *                    *              90% of                 18%
                                                                                                 performance
                                                                                                   target

* The Company does not disclose target or achievement information regarding processing efficiency because the disclosure of such information would result in competitive harm.

Based on the Company's overall performance in 2012, the Compensation Committee determined that it was appropriate to award a discretionary increase of 42% in the corporate achievement percentage, resulting in an aggregate corporate achievement percentage of 60% under the 2012 Incentive Plan. In addition to the corporate performance metrics described above, the Compensation Committee considered the achievement by the Company's executive officers of individual objectives.

Mr. Ebling's individual objectives included the achievement of specified thresholds of subscription gross margins (20%), gross merchandise volume (20%), revenue growth (20%), platform innovation (20%) and operational efficiency (20%). The Compensation Committee determined that Mr. Ebling achieved 85% of his individual objectives for 2012, substantially achieving his objectives with regard to subscription gross margins, platform innovation and operational efficiency, and, to a lesser extent, revenue growth and gross merchandise volume.

Mr. Dussault's individual objectives included completion of the Company's initial public offering (20%), development and implementation of public company financial controls (20%), timely and effective internal financial reporting (20%), effective budgeting and financial planning (20%) and support related to Company growth (20%). The Compensation Committee determined that Mr. Dussault achieved 100% of his individual objectives for 2012.


Mr. Barnett's individual objectives included achievement of the Company's new customer ACV objective (16%), achievement of the Company's subscription revenue objective (16%), customer satisfaction (16%), expansion into Asia-Pacific ("APAC") (16%), development of a corporate development process (16%) and achievement of specified partner implementations (16%). The Compensation Committee determined that Mr. Barnett achieved 85% of his individual objectives for 2012, substantially achieving his objectives with regard to customer satisfaction, development of a corporate development process and partner implementations, and, to a lesser extent, new customer ACV, subscription revenue and APAC expansion.

Mr. Whitcomb's individual objectives included maintaining historical service level availability thresholds (20%), APAC expansion (20%), achievement of specified innovation initiatives (20%), achievement of specified technology updates (20%) and achievement of the Company's processing efficiency objective (20%). The Compensation Committee determined that Mr. Whitcomb achieved 85% of his individual objectives for 2012, substantially achieving his objectives with regard to service level availability and processing efficiency, and, to a lesser extent, APAC expansion, innovation initiatives and technology updates.

The following table sets forth the target bonus amounts and the actual bonus paid to each of Messrs. Ebling, Dussault, Barnett and Whitcomb under the 2012 Incentive Plan:

                                      2012 Target        2012 Actual
                Executive Officer     Bonus Amount       Bonus Amount
                Thomas D. Ebling     $      300,000     $      158,400
                Scott J. Dussault    $      100,000     $       60,000
                Jeffrey G. Barnett   $       75,000     $       39,600
                Wayne R. Whitcomb    $       80,000     $       42,240


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