Compensation for Employment. (a) The basic annual compensation of the Employee for his employment services to Tufco and to all of its affiliated companies during the Employment Term shall be $150,000 (the "Salary"), which Tufco shall pay to the Employee in accordance with its normal payroll policy. Tufco may adjust the Salary upward on an annual basis as the Board may determine, but the Salary shall not be decreased.
(b) Commencing as of October 1, 1996, (the "Bonus Starting Date") and continuing during the Employment Term, Tufco shall pay the Employee a bonus in accordance with this paragraph (b). For each fiscal year during the Employment Term, the Board, in its sole discretion, shall establish a budget for pre-tax income in accordance with generally accepted accounting principles consistently applied ("GAAP") and the Employee's bonus will vary as a percentage of Salary in relation to the percentage achievement of that budget as follows: 2 Percentage of Percentage of Salary Budget Attained Earned as Bonus --------------- --------------- Less than 90% 40% 100% 50% 110% 60% 120% 70% 130% 80% 140% 90% 150% 100% For a percentage of budget achievement between the benchmarks, the percentage of Salary shall be linearly interpolated, provided that no bonus shall be paid for achievement less than 90% of budget and the maximum bonus shall be 100% of Salary in any event. In the case of a partial fiscal year, Tufco shall adjust the bonus to correspond to Tufco's budget and the salary for the portion of the applicable fiscal year that shall be included in the Employment Term. Notwithstanding the foregoing, the Employee's initial bonus period (the "Initial Bonus Period") shall be the period starting with October 1, 1996, and ending September 30, 1997, and Tufco shall use its budget for that period to determine the Employee's eligibility for a bonus, and then apply the applicable bonus percentage to that portion of the Employee's annual Salary that relates to the Initial Bonus Period. The Employee's second bonus period shall be the period beginning October 1, 1997 and ending with the last day of Tufco's fiscal year, and Tufco shall prepare a budget for that period and determine the Employee's eligibility for a bonus in the manner described for the Initial Bonus Period.
(c) During the Employment Term, Tufco shall also provide the Employee with those fringe benefits that are specified on Exhibit "A" hereto (the "Fringe Benefits"). Tufco shall also reimburse the Employee for any reasonable business e...
Compensation for Employment. (a) The basic annual rate of compensation of the Employee for his employment services to the Company during the Employment Term shall be $200,000 (such amount is referred to herein as the "Salary"), which the Company shall pay to the Employee in equal installments in accordance with the normal payroll policies of the Company. The Salary shall be reviewed at least one time each calendar year by the Compensation Committee of the Board for possible increases, taking into account such matters as the Employee's responsibilities, the profitability of the Company, the compensation 2 of other executives of the Company, increases in cost of living and other factors deemed pertinent by the Compensation Committee. In light of such review, the Company, in its sole discretion, may increase the Salary but shall not decrease the Salary during the Employment Term.
(b) The Employee shall be eligible to receive annual performance bonuses (such amounts are referred to herein as the "Bonus") in accordance with the following schedule:
(i) If the Company earns $45 million or more of EBITDA (as defined below) in 2001, the Company shall pay the Employee a Bonus for 2001 of $200,000.
(ii) If the Company earns between $40 million and $45 million of EBITDA (as defined below) in 2001, the Compensation Committee of the Board, in its discretion, may award the Employee a Bonus for 2001 of up to one-half (1/2) of the Bonus described in paragraph (i) above.
(iii) If the Company earns less than $40 million of EBITDA (as defined below) in 2001, the Employee shall not be paid a Bonus for 2001.
(iv) After 2001, the Employee shall be eligible to receive annual performance Bonuses in such amounts as approved by the Compensation Committee of the Board and participate in such bonus programs as are established for executive officers of the Company.
Compensation for Employment. (a) The basic annual rate of compensation of the Employee for his services to the Company shall be $265,000 (such amounts are referred to herein as the "Salary"), which the Company shall pay to the Employee in equal proportional installments in accordance with the normal payroll policies of the Company.
(b) The Employee shall be eligible to receive annual bonuses (such amounts are referred to herein as the "Bonus") in such amounts as approved by the Compensation Committee of the Board of Directors and participate in such bonus programs as are established for executive officers of the Company.
(c) During the Employment Term, the Company shall provide the Employee with fringe benefits that are substantially equivalent to the fringe benefits specified on Exhibit "A" (the "Fringe Benefits") at such levels that are provided to the senior officers of the Company.
(d) All amounts payable by the Company under Sections 3(a) and (b) and the Fringe Benefits allowed under Section 3(e) shall be subject to proration based upon the number of days in each such year that the Employee was employed by the Company hereunder.
Compensation for Employment. (a) The basic annual compensation of the Employee for his employment services to the Company and to all of its affiliated companies during the Employment Term shall be $100,000.00 (the "Salary"), which the Company shall pay to the Employee in accordance with its normal payroll policy. These are the initial terms of annual compensation. The amount of Salary may change and compensation will be reflected.
(b) During the Employment Term, the Company shall also provide the Employee with those fringe benefits that are specified on Exhibit "A" hereto (the "Fringe Benefits"). The Company shall also reimburse the Employee for any reasonable business expenses incurred on the Company's behalf in connection with the performance of the services during the Employment Term.
(c) (i) HoloPak has granted to the Employee under its Non-Qualified Stock Option Plan (the "HoloPak Plan"), options to purchase shares of Common Stock ("Options") for 5,000 shares of HoloPak Common Stock at an exercise price of $2.5875 per share. The Options will vest and become exercisable in two equal installments on the first two (2) anniversaries of the Employment Agreement. Pursuant to and in accordance with Section 3.4 of the Merger Agreement, at the effective time of the Merger, the Options shall be converted into and become rights with respect to shares of common stock of the Company, and the Company shall assume each Option.
(ii) As of the effective date of the Merger, the Company shall grant to the Employee under its 1995 Amended and Restated Employee Stock Option Plan (the "Plan") options ("Options") to purchase 6,000 shares of Company common stock, $.01 par value, at an exercise price and pursuant to the vesting schedule set forth in the Plan.
(iii) The Employee will be an eligible participant in the Plan administered by the Company and, therefore, will be eligible for future grants of stock options in addition to the Options referred to above. The administrator of the Plan, which is currently the Compensation Committee of the Board of Directors of the Company, will determine from time to time whether any such additional Options shall be granted to the Employee and the exercise price vesting schedule and other terms of any such additional options that may be granted.
(d) The Company's commitment to grant additional Options is subject to the Company's obtaining approval of such items by the Board of Directors of the Company.
Compensation for Employment a) The basic annual rate of compensation of Employee for his employment services during the Employment term shall be One Hundred Twenty-Five Thousand and no/100 Dollars ($125,000.00) (such amount, as adjusted in accordance with this Section 4(a), is referred to herein as the "Salary"), which the Bank shall pay to Employee in equal installments in accordance with the normal payroll policies of the Bank. The Salary may be adjusted upward on an annual basis as the Board of Directors may approve, in its sole discretion, but the Salary shall not be decreased.
b) During the Employment Term, the Bank shall reimburse Employee for reasonable expenses incurred in connection with the performance of his services hereunder and the Bank shall provide Employee with fringe benefits that are substantially equivalent, but not limited to the fringe benefits specified in "Exhibit A" hereto (the "Fringe Benefits").
Compensation for Employment. (a) The basic annual rate of compensation of the Employee for his employment services to the Company hereunder shall be $150,000 (the "Salary"), which the Company shall pay to the Employee in equal installments in accordance with the Company's payroll payment schedule in effect from time to time. The Salary may be adjusted upward as the Board may approve, in its sole discretion, from time to time, but the Salary shall not be decreased.
(b) Commencing as of January 1, 1997, the Employee shall be entitled to a bonus or such other incentive compensation as may be provided under any plan or program established from time to time by the Board, in its sole discretion. For the period January 1 through December 31, 1997, the Board, in its reasonable discretion, shall establish a budget for pre-tax income in accordance with generally accepted accounting principles consistently applied and the Employee's bonus will vary as a percentage of Salary in relation to the percentage achievement of that budget as follows: Percentage of Percentage of Salary Budget Attained Earned as Bonus ------------------------------------------- < 90% 0% 90% 10% 100% 20% 110% 30% 125% 35% For percentage of budget achievement between the benchmarks, the percentage of Salary shall be linearly interpolated, provided that no bonus shall be paid for achievement less than 90% of the budget and the maximum bonus shall be 35% of Salary in any event. The bonus and other compensation under this Agreement shall be separate from and in addition to the Contingent Purchase Price (as defined in Section 2.2 of the Stock Purchase Agreement between Pamarco Technologies, Inc. and the Employee of even date herewith), and the calculation of the bonus shall not affect such Contingent Purchase Price.
(c) During the Employment Term, the Company shall provide, the Employee with fringe benefits that are substantially equivalent to the fringe benefits specified on Exhibit "A" (the "Fringe Benefits").
Compensation for Employment. 3.1 Base Salary and One-Time Bonus. The base annual compensation of ------------------------------ the Employee for all of his employment services to the Company under this Agreement shall be $160,000, which the Company shall pay to the Employee in equal installments and in accordance with the normal payroll policies of the Company. The base annual compensation may be increased at the sole discretion of the Board of Directors of the Company. If the Employee does not receive the maximum Annual Bonus (as defined in paragraph 3.2) for fiscal year 2001, he will be paid a one-time bonus of $25,000, or that amount which is greater under 3.2 under the Annual Bonus Plan, less applicable taxes, in first quarter of the fiscal year 2002 so long as he remains employed by the Company at the time the bonus is paid.
Compensation for Employment. (a) The basic annual rate of compensation of the Employee for his employment services to the Company and its affiliates hereunder shall be $200,000 (the "Salary"), in accordance with the Company's payroll payment schedule in effect from time to time, which the Company shall pay to the Employee in equal installments every two weeks. The Salary may be adjusted upward on an annual basis as the Board of Directors of the Company (the "Board") may approve, in its sole discretion, from time to time, but the Salary shall not be decreased.
(b) Commencing January 1, 1997, the Employee shall be entitled to a bonus or such other incentive compensation as may be provided under any plan or program established from time to time by the Board, in its sole discretion.
(i) For the period January 1 through December 31, 1997, the Employee shall be eligible to earn a bonus of up to a maximum of $15,600 based upon the achievement of the following levels of pre-tax income of Pamarco, Incorporated for the fiscal year ended December 31, 1997: 1997 pre-tax income of Pamarco, Incorporated Aggregate Bonus Amount --------------------- ---------------------- $ 1,581,164 $7,800 $ 1,739,280 $15,600
(ii) For the period July 1 through December 31, 1997, the Board, in its sole discretion, shall establish a budget for pre-tax income of the Company (excluding Pamarco Europe) in accordance with generally accepted accounting principles consistently applied and the Employee's bonus will vary as a percentage of Salary in relation to the percentage achievement of that budget as follows: Percentage of Percentage of Salary Budget Attained Earned as Bonus ------------------------------------------- <90% 0% 90% 5% 100% 10% 110% 15% 125% 17.5%
(iii) For the period January 1 through December 31, 1998, the Board, in its sole discretion, shall establish a budget for pre-tax income of the Company (excluding Pamarco Europe) in accordance with generally accepted accounting principles consistently applied and the Employee's bonus will vary as a percentage of Salary in relation to the percentage achievement of that budget as follows: Percentage of Percentage of Salary Budget Attained Earned as Bonus ------------------------------------------- <90% 0% 90% 10% 100% 20% 110% 30% 125% 35%
(iv) For the period January 1 through June 30, 1999, the Board, in its sole discretion, shall establish a budget for pre-tax income of the Company (excluding Pamarco Europe) in accordance with generally accepted accounting princip...
Compensation for Employment. (a) The basic annual rate of compensation of the Employee for his employment services to the Company during the Employment Term shall be $225,000 (such amount, as adjusted in accordance with this Section 4, is referred to herein as the "Salary"), which the Company shall pay to the Employee in equal installments in accordance with the normal payroll policies of the Company. The Salary may be adjusted upward on an annual basis as the Board may approve, in its sole discretion, but the Salary shall not be decreased. In connection with the annual review of the Salary, the Board shall consider changes in the cost of living, the Employee's own performance, the Company's performance and such other factors as the Board may deem appropriate. The Board may delegate to a Compensation Committee of the Board any review or other action to be performed by the Board under this Agreement.
(b) The Employee shall participate in any incentive compensation plan that the Company may maintain for its top-level executives, including any bonus plan, as the same may be in effect from time to time during the Employment Term.
(c) During the Employment Term, the Company shall provide the Employee with fringe benefits that are substantially equivalent to the fringe benefits specified on Exhibit "A" (the "Fringe Benefits").
Compensation for Employment. (a) The basic annual rate of compensation of the Employee for his employment services to the Company hereunder shall be $100,000 (the "Salary"), which the Company shall pay to the Employee in equal installments every two weeks in accordance with the Company's payroll payment schedule in effect from time to time. The Salary may be adjusted upward on an annual basis as the Board of Directors of the Company (the "Board") may approve, in its sole discretion, commencing on or after the first anniversary of the date hereof, but the Salary shall not be decreased. The Board, in its sole discretion, may also award bonuses to the Employee from time to time.
(b) During the Employment Term, the Company shall provide the Employee with fringe benefits that are substantially equivalent to the fringe benefits specified on Exhibit "A" (the "Fringe Benefits").