Summary of COMPELLENT TECHNOLOGIES INC

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Amendment of the 2009 Management Incentive Plan On February 10, 2009, the Compensation Committee of the Board of Directors of Compellent Technologies, Inc. approved the 2009 Management Incentive Plan, or the 2009 MIP, and 2009 target cash incentive compensation under the 2009 MIP for our named executive officers. The 2009 MIP sets forth the performance objectives against which our named executive officers and other members of management will be evaluated during 2009.
On November 3, 2009, after reviewing our 2009 financial performance to date and in order to incentivize our named executive officers and management to continue to build stockholder value, the Compensation Committee amended the 2009 MIP to adjust (i) the profitability (non-GAAP net income) achievement methodology and (ii) the revenue target and thresholds at which our named executive officers will be eligible to receive a portion of their cash incentive payments under the 2009 MIP attributable to the revenue target, as discussed below.
There was no change to the 2009 target cash incentive compensation or the relative weightings of each of the performance criteria: (1) revenue,
(2) profitability (non-GAAP net income), and (3) individual objectives under the 2009 MIP. Please see our Current Report on Form 8-K, dated February 10, 2009, and filed with the Securities and Exchange Commission on February 17, 2009 for further information regarding the 2009 MIP. Profitability (Non-GAAP Net Income)
Under the original 2009 MIP our named executive officers needed to achieve 100% of the target profitability (non-GAAP net income) performance criteria in order to receive the target cash incentive compensation allocated to this criteria. The Compensation Committee determined not to change the actual target profitability (non-GAAP net income) performance criteria. Rather, the Compensation Committee determined that upon achievement of 54% of the target profitability (non-GAAP net income) performance criteria, the named executive officers would be eligible to receive 54% of the target cash incentive compensation allocated to this criteria. Upon achievement of each additional 1% of such criteria, the named executive officers are eligible to receive an additional 1% of the target cash incentive compensation allocated to this criteria up to 100%.
Revenue
The Compensation Committee determined to adjust the revenue target and thresholds at which our named executive officers will be eligible to receive a portion of their cash incentive payments under the 2009 MIP attributable to the revenue target, as set forth below:

     Portion of the Revenue Cash Payment    Portion of the Revenue Target
     2.76% of the Revenue Cash Payment      81-86% of the Revenue Target
     for each 1% of revenue recognized
     4.25% of the Revenue Cash Payment      86-92% of the Revenue Target
     for each 1% of revenue recognized
     12.28% of the Revenue Cash Payment     92-96% of the Revenue Target
     for each 1% of revenue recognized
     2.90% of the Revenue Cash Payment      96-100% of the Revenue Target
     for each 1% of revenue recognized
     6.00% of the Revenue Cash Payment      Over 100% of the Revenue Target
     for each 1% of revenue recognized

The named executive officers will not eligible to receive a cash incentive payment under this performance criteria until at least 81% of the revenue target is achieved.