COACTIVE MARKETING GROUP, INC.
MANAGEMENT BONUS PLAN
DATED AS OF JULY 1, 2002
1. Purpose of the Plan.
This Management Bonus Plan (the "Plan") is intended to recognize the contributions of key employees of
CoActive Marketing Group, Inc. ("CoActive") and its subsidiaries (collectively with CoActive, the "Company"),
and to align such employees' interests in the growth of the Company with that of its shareholders. It is further
intended to attract and retain key employees of outstanding ability. These intentions will be effectuated through
the creation of incentive pools for and awarding percentages of the incentive pools to selected key employees.
For purposes of the Plan, the following terms shall have the following meanings:
"Average Outstanding Equity" means, with respect to a particular Fiscal Year, the average of CoActive's
outstanding stockholders' equity as set forth on CoActive's balance sheet as of the last day of each fiscal quarter
during such Fiscal Year.
"Award" means a Guaranteed Award or a Discretionary Award.
"Board" means the Board of Directors of CoActive.
"Cause" means "Cause" as defined in any employment agreement between the Participant and the Company, and,
in the absence of an employment agreement or in the absence of a definition of "Cause" in such employment
agreement, "Cause" shall mean (i) any conduct or behavior by the Participant that would reasonably be expected
to have a material adverse effect on the Company's business or reputation, (ii) commission by the Participant of
an act of moral turpitude or dishonesty, including fraud, (iii) Participant's failure to perform the Participant's duties
for the Company, and (iv) the Participant's willful failure to perform or abide by any lawful direction or instruction
of his or her superior at the Company.
"Change in Control" mean the occurrence of any event or series of events as a result of which:
(i) any person or group of persons (other than persons who own voting stock of the Company as of