CONSULTING AGREEMENT
EXHIBIT
10.5
This
Consulting Agreement (“Agreement”)
is
made as of December 12, 2005, by and between the undersigned Key Person (as
defined in the Master Transaction Agreement) (“Consultant”),
and
Basic Health Care Networks of Texas, L.P., a Texas limited partnership (the
“Purchaser”),
in
reference to the following:
RECITALS
A. The
Consultant is a physician licensed in Texas, engaged in the business of
providing physician practice management and administrative services in
connection with various clinics in the State of Texas providing general
practice, family practice, urgent care, physical medicine, rehabilitation and
other ancillary medical services.
B. This
Consulting Agreement is being entered into pursuant to a certain MASTER
TRANSACTION AGREEMENT (“Master
Transaction Agreement”),
dated
and effective as of December 12, 2005, is by and among Purchaser on the one
hand, and 303 MEDICAL CLINIC, P.A., a Texas professional association, XXXXX
XXXXXX’, D.O., P.A., a Texas professional association, IBERIA MEDICAL CLINIC,
P.A., a Texas professional association, XXXXXXXX MEDICAL CLINIC, P.A., a Texas
professional association, LAKE JUNE MEDICAL CENTER, P.A., a Texas professional
association, NORTHSIDE MEDICAL CLINIC, P.A., a Texas professional association,
X’XXXXXX MEDICAL CENTER, P.A., a Texas professional association, and RED BIRD
URGENT CARE CLINIC, P.A., a Texas professional association (collectively, the
“Clinics”)
and
Xx. Xxxxx Xxxxxxx.
C. Pursuant
to the Master Transaction Agreement, the Purchaser shall acquire certain assets
(“Acquired
Assets”)
of the
Clinics (the “Acquisition”)
under
a series of separate acquisition agreements. The Master Transaction Agreement,
together with each of the exhibits attached thereto, including each of the
Asset
Purchase Agreements (and documents to be executed in connection therewith),
are
hereinafter collectively referred to as the “Transaction
Documents.”
Concurrently herewith, the Consultant will enter into a Non-Competition
Agreement with the Purchaser.
D. In
connection with the Acquisition, one or more newly formed Texas professional
associations (“New
PA”)
shall
be formed by Texas-licensed physicians who shall conduct the medical practices
formerly conducted by the Clinics, and such New PA will hire certain physicians
and staff of the former Clinics.
E.
The
Consultant has valuable knowledge, relationships, experience and expertise
in
the management and operation of clinics for the delivery of general family
and
urgent care and ancillary medical services such as rehabilitation and physical
medicine; the Purchaser desires that the Consultant advise the Purchaser in
connection with the provision of management services to the New PA.
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F. The
Purchaser desires to engage Consultant, and Consultant desires to enter into
a
consulting agreement with the Purchaser, to provide consulting services and
assistance to the Purchaser with respect to the management and operation of
the
New PA and the development of the New Clinics.
G.
Nothing
in this Agreement is intended to obligate the Consultant to render medical
advice, or engage in patient care.
NOW,
THEREFORE,
the
Purchaser and the Consultant agree as follows:
AGREEMENT
1. Term.
The term
of this Agreement shall commence on the date of Closing (as defined in the
Master Transaction Agreement) and continue until December 31, 2006, renewable
for an additional one (1) year period at the option of the Purchaser upon
written notice to the Consultant prior to December 31, 2006, unless and until
this Agreement is earlier terminated pursuant to Section 5 below (the
“Term”).
2. Duties
of Consultant.
2.1 Consultant
shall, to the best of its ability, render the services set forth in Section
2.2
below (the “Services”),
in a
timely and professional manner in accordance with this Agreement. Subject to
the
foregoing, the manner and means by which Consultant chooses to complete the
Services are in Consultant’s sole discretion and control. Further, the parties
shall cooperate in good faith to agree upon and implement such further services
and agreements as may be requested by Purchaser relating to the Services. If
Consultant performs any work on Purchaser’s premises, Consultant shall comply
with all security, confidentiality, safety and health policies of Purchaser.
2.2 The
Services under this Agreement shall include:
(a) Ongoing
Consultation.
During
the Term of this Agreement, Consultant shall advise the Purchaser regarding
all
aspects of the operation and management of the Clinics, specifically, under
the
Management Services Agreement between the Purchaser on the one hand, and the
New
PA on the other hand, as applicable; provided,
however, that the Services shall not include the provision of medical advice,
patient care or advice regarding patient care protocols, and that no additional
Services shall be performed other than as set forth in this Agreement or
otherwise agreed between the parties.
(b)
Other
Services.
Additional services for compensation as agreed in writing by the parties.
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(c) Availability
of Consultant.
Consultant shall make himself reasonably available for consultation during
normal business hours. Consultant shall not be required to maintain an office
and is not required by any provision of this Agreement to provide a specific
number of hours of service. Consultant may provide advisory services in person,
by telephone, or by other remote means of communication as appropriate, so
long
as the Services are rendered effectively.
(d)
Substance
of Services.
The
services of Consultant shall apply only to the provision of advise and opinions
on the general terms of all aspects of the operation and management of the
Clinics. Consultant shall not be required to provide specific detailed
instructions on the particular duties of any particular agent, representative,
employee, officer or director of the Purchaser. Purchaser shall designate not
more than two agents, representatives and employees, at any one time, as
contacts with Consultant and all advise and opinions rendered by Consultant
shall be communicated to Purchaser by and through such agents, representatives
or employees. The responsibility for the use of and acting upon any information,
advise or opinions given by Consultant shall be that of the Purchaser and
Consultant shall bear no liability for the use, failure to use or misuse of
such
information and opinions.
3. Compensation.
3.1 Calculation
of Compensation.
The
Purchaser shall pay to the Consultant, as compensation for the Services, the
following amounts consisting of performance incentive bonuses for each completed
year of service:
(a)
For the
quarter ending March 31, 2007, Purchaser shall pay Consultant a performance
incentive bonus based on the amount, if any, that Pre-Tax Profits from the
Practice for such twelve month period ending March 31, 2007, exceeds 2005
Pre-Tax Profits (“2006
Increased Profit”),
calculated as set forth in the table in Annex
3.1
(“2006
Performance Incentive Bonus”).
(b)
For
the
quarter ending March 31, 2008, beginning as of the first anniversary of the
Closing Date, Purchaser shall pay Consultant a performance incentive bonus
based
on the amount, if any, that Pre-Tax Profits from the Practice for such twelve
month period ending March 31, 2008, exceeds 2006 Pre-Tax Profits (“2007
Increased Profit”),
calculated as set forth in the table in Annex
3.1
(“2007
Performance Incentive Bonus”).
For
purposes of this Section 3.1, the term “Practice”
shall
mean the medical practices established from assets purchased and/or acquired
by
the Company from FT. WORTH REHABILITATION, INC. and REHABILITATION PHYSICIANS
NETWORK, INC. (the assets of which were also acquired in connection with the
Master Transaction Agreement), and the Clinics, provided however, the term
“Practice” shall not include additional practices, clinics or management
services companies established after the date hereof by the Company, wherever
located.
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For
purposes of this Agreement, “Pre-Tax Profits,” with respect to any given year,
shall mean the consolidated net income of the Practice for the 12 month period
ending March 31 of that year, before provision for all federal, state and local
income taxes for such period, determined by an independent accountant mutually
designated by the parties, in accordance with GAAP; provided, however, that
in
making the foregoing determinations Pre-Tax Profits:
i. (i)neither
the proceeds from nor any dividends or refunds with respect to, nor any
increases in the cash surrender value of, any life insurance policy under which
the Purchaser or the Clinics is the named beneficiary or is otherwise entitled
to recovery, shall be included as income, and the premium expense related to
any
such life insurance policy shall not be treated as an expense;
(ii)
any
extraordinary or unusual gains or losses and any gains or losses from the sale
of any capital assets used by the Purchaser or the Clinics or
any
subsidiary thereof
in its
operations during the applicable period (as opposed to assets acquired in the
ordinary course of the business of the Clinics and its subsidiaries for resale
or other disposition) shall be excluded from income;
3.2
Payment
Terms.
The
Purchaser shall pay Consultant the amounts due hereunder within sixty (60)
days
after the end of each calendar year (beginning after completion of the 2006
calendar year). The payment terms in Section 3.1 and 3.2 shall survive the
termination of this Agreement until all payments due to Consultant under this
Section 3 are calculated and paid, except that in the event of an automatic
termination or termination by default of the Consultant under Sections 5.1
or
5.2 the payment obligations under this Section 3 shall immediately terminate.
4. Nondisclosure
and Noninterference.
4.1 Access
to Confidential Information. The
Consultant agrees that during the course of the business relationship between
the Consultant and the Purchaser, the Consultant will have access to and become
acquainted with confidential proprietary information (“Confidential
Information”)
which
is owned by the Purchaser and is regularly used in the operation of the
Purchaser’s business. The Consultant agrees that the term “Confidential
Information” as used in this Agreement is to be broadly interpreted and includes
(i)
information that has, or could have, commercial value for the business in which
the Purchaser is engaged, and
(ii)
information that, if disclosed without authorization, could be detrimental
to
the economic interests of the Purchaser. The Consultant agrees that the term
“Confidential Information” includes, without limitation, any proprietary or
otherwise undisclosed information about present and future patents, patent
applications, copyrights, trademarks, trade names, service marks, service names,
“know-how,” trade secrets, customer and supplier identities, characteristics and
terms of agreement, details of customer or consultant contracts, pricing
policies, operational methods, marketing plans or strategies, product
development techniques or plans, business acquisitions plans, science or
technical information, ideas, discoveries, designs, computer programs (including
source codes), financial forecasts, unpublished financial information, budgets,
processes, procedures, formulae, improvements or other proprietary or
intellectual property of the Purchaser, whether or not in written or tangible
form, and whether or not registered, and including all memoranda, notes,
summaries, plans, reports, records, documents and other evidence thereof. The
Consultant acknowledges that all Confidential Information, whether prepared
by
the Consultant or otherwise acquired by the Consultant in any other way
in
connection with this Agreement or the Master Transaction Agreement,
shall,
as between the Purchaser and the Consultant, remain the exclusive property
of
the Purchaser.
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4.2 No
Unfair Use by Consultant.
The
Consultant promises and agrees that the Consultant (which shall include the
Consultant’s employees and contractors) shall not misuse, misappropriate, or
disclose in any way to any person or entity any of the Purchaser’s Confidential
Information, either directly or indirectly, nor will the Consultant use the
Confidential Information in any way or at any time except as required in the
course of the Consultant’s business relationship with the Purchaser. The
Consultant agrees that the sale or unauthorized use or disclosure of any of
the
Purchaser’s Confidential Information constitutes unfair competition. The
Consultant promises and agrees not to engage in any unfair competition with
the
Purchaser.
4.3 Termination
of Confidentiality Obligation.
Confidential Information ceases to be confidential and subject to the terms
of
this Agreement if (a) such information becomes generally known to the public
through no fault of the Consultant; (b) the Purchaser conveys such information
to a third party without designating it as confidential; and/or (c) the
Consultant learns of such information from a third party who did not breach
any
obligation of confidentiality. Additionally, the Consultant shall have the
right
to disclose Confidential Information if required to do so by court order,
provided that prior to so disclosing, the Consultant shall inform the Purchaser
of the court order and give the Purchaser an opportunity to seek a protective
order respecting such Confidential Information.
4.4 Noninterference.
Consultant acknowledges that Purchaser’s relationships with its employees,
agents, suppliers, customers and vendors are valuable business assets.
Accordingly, Consultant agrees that, during the period of this Agreement
Consultant shall not (for itself or for any third party) divert or attempt
to
divert from Purchaser any business, employee, agent, supplier, client, customer
or vendor, through solicitation or otherwise. Consultant further acknowledges
that its engagement or participation, directly or indirectly, in any business
in
competition with Purchaser would inherently involve the unauthorized use or
disclosure of Confidential Information. Accordingly, to prevent any such
unauthorized use or disclosure, Consultant agrees that it shall not, during
the
term of this Agreement, engage or participate, directly or indirectly, in any
such competitive business unless it can demonstrate to Purchaser’s reasonable
satisfaction that there is no reasonable possible risk of such unauthorized
use
or disclosure. Prior to any such engagement or participation in any such
competitive business, Consultant shall notify Purchaser and shall give Purchaser
a reasonable opportunity to determine the degree of any such risk of
unauthorized use or disclosure. Accordingly,
to prevent any such unauthorized use or disclosure, Consultant agrees that
it
shall not, during the term of this Agreement, engage or participate, directly
or
indirectly, in any such competitive business unless it can demonstrate to
Purchaser’s reasonable satisfaction that there is no reasonable possible risk of
such unauthorized use or disclosure. Prior to any such engagement or
participation in any such competitive business, Consultant shall notify
Purchaser and shall give Purchaser a reasonable opportunity to determine the
degree of any such risk of unauthorized use or disclosure. Notwithstanding
the
foregoing, Purchaser expressly acknowledges and agrees that this section 4.4
shall in no event apply to Consultant’s management, participation, ownership or
other interest in the clinics and entities listed on Exhibit
“A”
attached
hereto and made a part hereof for all purposes.
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4.5 Obligations
Survive Agreement.
The
Consultant’s obligations under this section 4 shall survive the expiration or
termination of this Agreement.
5. Termination.
5.1 Termination
on Default. Should
either party default in the performance of this Agreement or materially breach
any of its provisions, the non-breaching party may terminate this Agreement
by
giving written notification to the breaching party. Termination shall be
effective upon two days notice (which notice shall be given in accordance with
Section 9 below). For purposes of this section, material breaches of this
Agreement shall include, but not be limited to any of the
following:
(a)
the
failure by the Purchaser to pay the compensation set forth in section 3 above
when due, if the Purchaser has not cured such breach within 10 days after
receipt of written notice from the Consultant;
(b)
the
material breach or refusal to perform any term of this Agreement by Consultant,
if the Consultant has not cured such breach within twenty (20) days after
receipt of written notice from the Purchaser;
(c)
the
failure, on more than one occasion, to perform duties which are required to
be
performed under the terms of this Agreement on the part of the Consultant;
(d)
the
Consultant’s commission of acts of dishonesty, fraud, or misrepresentation by
any of the Consultants members, managers or employees;
(e)
the
failure by the Consultant to conform to all laws and regulations governing
the
Consultant’s duties under this Agreement;
(f)
the
commission by the Consultant of any act that brings the Purchaser into public
scandal or which will reflect unfavorably on the reputation of the Purchaser;
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(g)
the
failure of Consultant to be reasonably available for consultation by Purchaser,
except in the case of death or Disability (hereinafter defined) of Consultant;
(h) the
cessation of Continuous Service (hereinafter defined) under this Agreement
by
Consultant, except in the case of death or Disability of Consultant; “Continuous
Service” means that the provision of services to the Purchaser under this
Agreement is not interrupted or terminated. Continuous Service shall not be
considered interrupted in the case of a leave of absence of up to one month
during any twelve month period unless approved by the Purchaser;
and
(i) the
breach by Consultant of any term of the Transaction Documents to which it is
a
party, if the Consultant has not cured such breach within twenty days after
the
Purchaser delivers written notice to the Consultant.
For
purposes of this Agreement, “Disability” means when an individual is permanently
and totally disabled if he or she is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than twelve (12) months.
5.2 Automatic
Termination. This
Agreement will terminate without any further action on the part of either party
upon the occurrence of any of the following events: (a) an agreement by the
parties to terminate, as contemplated by section 1 above, or (b) the voluntary
dissolution or winding up of the Consultant.
5.3 Return
of Purchaser Property.
Upon the
termination or expiration of this Agreement, the Consultant shall immediately
transfer to the Purchaser all files (including, but not limited to, electronic
files), records, documents, drawings, specifications, equipment and similar
items in his possession relating to the business of the Purchaser or its
Confidential Information (including the work product of the Consultant created
pursuant to this Agreement) and the Purchaser shall immediately transfer to
the
Consultant all files (including, but not limited to, electronic files) records,
documents, drawings, specifications, equipment and similar items in its
possession belonging to the Consultant, so long as such property does not
include or encompass Confidential Information belonging to the Purchaser. If
property otherwise belonging to the Consultant includes or encompasses
Confidential Information belonging to the Purchaser, then such Confidential
Information shall be removed from the property, if possible, but if it is not
possible to remove the Confidential Information then the Purchaser and the
Consultant will negotiate in good faith to find a mutual solution to the
disposition of the property.
5.4 Remedies
for Breach.
Consultant recognizes that the covenants contained in Section 4 hereof are
reasonable and necessary to protect the legitimate interests of Purchaser,
that
Purchaser would not have entered into this Agreement in the absence of such
covenants, and that Consultant’s breach or threatened breach of such covenants
shall cause Purchaser irreparable harm and significant injury, the amount of
which shall be extremely difficult to estimate and ascertain, thus, making
any
remedy at law or in damages inadequate. Therefore, Consultant agrees that
Purchaser shall be entitled, without the necessity of posting of any bond or
security, to the issuance of injunctive relief by any court of competent
jurisdiction enjoining any breach or threatened breach of such covenants and
for
any other relief such court deems appropriate. This right shall be in addition
to any other remedy available to Purchaser at law or in equity.
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6. Status
of Consultant.
The
Consultant understands and agrees that the Consultant is not an employee of
the
Purchaser and that the Consultant will not be entitled to receive employee
benefits from the Purchaser, including, but not limited to, sick leave,
vacation, retirement or death benefits. Furthermore, the Consultant shall pay,
when and as due, any and all taxes incurred as a result of the Consultant’s
compensation hereunder, including estimated taxes, and shall provide the
Purchaser with proof of said payments, upon demand. The Consultant hereby agrees
to indemnify the Purchaser for any claims, losses, costs, fees, liabilities,
damages or injuries suffered by the Purchaser arising out of the Consultant’s
breach of this section.
7. Representations
and Warranties of Consultant.
(a) The
Consultant represents that the Consultant has the qualifications and ability
to
perform the services in a professional manner, without the advice, control,
or
supervision of the Purchaser.
(b) Consultant
represents and warrants that, to the best of his knowledge, the Consultant
is
not a party to any other agreement that would prevent Consultant from performing
his obligations under this Agreement.
8.
Disclaimer.
Each
of
the parties hereto disclaims any representations, warranties, guarantees, or
projections relating to the future earnings, revenues or profits of any
business, any descriptions of the value of any property or intangibles
(including but not limited to good will, “going concern” value, accounts
receivable), any statements as to return on investment, or any other matter
whatsoever with respect to any party, affiliate of any party, entity, and New
PA
(as described in the Master Transaction Agreement).
9. Notices.
All
notices, consents and other communications hereunder shall be in writing and
shall be deemed to have been given when delivered personally, on the next
business day when sent overnight by Federal Express or other nationally
recognized overnight courier service, or five (5) days after being mailed if
mailed by first-class, registered or certified mail, postage prepaid, addressed:
If
to
Purchaser, addressed to:
Xxxxxx
X.
Xxxxxxxx, CEO
Basic
Health Care Networks of Texas, L.P.
0000
Xxxxxxxxx Xxx, Xxxxx 000
Xxxxxx
Xxx Xxx, Xxxxxxxxxx 00000
Facsimile:
(000) 000-0000
8
With
copies to:
Xxxxx
X.
Xxxxx, Esq.
Xxxxxxxxxx
& Xxxxx, LLP
00000
Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Facsimile:
(000) 000-0000
If
to
the Obligor, addressed to:
Xx.
Xxxxx
Xxxxxxx
00000
Xxxxxxx Xxxx, 000X
Xxxxxxxxx,
XX 00000
e-mail:
xxxxxxxxxxx@xxxxxxx.xxx
Facsimile:
(000) 000-0000
or
at
such other address or addresses as the respective parties shall have furnished
to the other parties in writing.
10. Additional
Covenants.
The
Consultant agrees to promptly notify the Purchaser in writing of any change
in
status of the Consultant, including: (i) the disassociation, departure,
separation, termination of any Key Person from the Consultant, (ii) the
termination or expiration of the Operating Agreement of the Consultant; or
(iii)
the voluntary dissolution or winding up of the Consultant. The parties agree
that in all actions taken in performance of this Agreement and in their
enforcement of all rights granted under this Agreement, they will act in good
faith and practice fair dealing.
11.
Choice
of Law and Venue.
This
Agreement shall be governed according to the laws of the State of Texas. Venue
for any legal or equitable action between the Purchaser and the Consultant
which
relates to this Agreement shall be in the county of Dallas.
12. Entire
Agreement.
This
Agreement supersedes any and all other agreements, either oral or in writing,
between the parties hereto with respect to the services to be rendered by the
Consultant to the Purchaser, and except for the Master Transaction Agreement
and
agreements referenced therein, this Agreement contains all of the covenants
and
agreements between the parties with respect to the services to be rendered
by
the Consultant to the Purchaser in any manner whatsoever. Each party to this
agreement acknowledges that except as set forth in the Master Transaction
Agreement and the agreements referenced therein, no representations,
inducements, promises, or agreements, orally or otherwise, have been made by
any
party, or anyone acting on behalf of any party, which are not embodied herein,
and that no other agreement, statement, or promise not contained in this
Agreement shall be valid or binding on either party.
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13. Counterparts.
This
Agreement may be executed manually or by facsimile signature in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute but one and the same instrument.
14. Severability.
If any
term or provision of this Agreement or the application thereof to any person
or
circumstance shall, to any extent, be determined to be invalid, illegal or
unenforceable under present or future laws effective during the term of this
Agreement, then and, in that event: (A) the performance of the offending term
or
provision (but only to the extent its application is invalid, illegal or
unenforceable) shall be excused as if it had never been incorporated into this
Agreement, and, in lieu of such excused provision, there shall be added a
provision as similar in terms and amount to such excused provision as may be
possible and be legal, valid and enforceable, and (B) the remaining part of
this
Agreement (including the application of the offending term or provision to
persons or circumstances other than those as to which it is held invalid,
illegal or unenforceable) shall not be affected thereby and shall continue
in
full force and effect to the fullest extent provided by law.
15. Preparation
of Agreement.
It
is
acknowledged by each party that such party either had separate and independent
advice of counsel or the opportunity to avail itself or herself of same. In
light of these facts it is acknowledged that no party shall be construed to
be
solely responsible for the drafting hereof, and therefore any ambiguity shall
not be construed against any party as the alleged draftsman of this
Agreement.
16. Assignment.
Consultant acknowledges that Purchaser has entered into this Agreement on the
basis of the particular abilities of Consultant. Accordingly, the Purchaser
shall be entitled to assign, sell, transfer, delegate or otherwise dispose
of,
whether voluntarily or involuntarily, by operation of law or otherwise, this
Agreement and any of its rights or obligations of this Agreement, but Consultant
shall not and shall not have the right to assign, sell, transfer, delegate
or
otherwise dispose of, whether voluntarily or involuntarily, by operation of
law
or otherwise, this Agreement or any of its rights or obligations under this
Agreement without the prior written consent of Purchaser. Except as provided
herein, any purported assignment, transfer or delegation by Consultant shall
be
null and void. Subject to the foregoing, this Agreement shall be binding upon
and shall inure to the benefit of the parties and their respective successors
and permitted assigns.
17. Electronically
Transmitted Documents.
If a
copy or counterpart of this Agreement is originally executed and such copy
or
counterpart is thereafter transmitted electronically by facsimile or similar
device, such facsimile document shall for all purposes be treated as if manually
signed by the party whose facsimile signature appears.
[Remainder
of Page Left Blank Intentionally]
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IN
WITNESS WHEREOF,
the
parties have executed this Consulting Agreement on the date first written
above.
CONSULTANT:
/s/
Xxxxx
Xxxxxxx
___________________________
Xxxxx
Xxxxxxx
PURCHASER:
BASIC
HEALTH CARE NETWORKS OF TEXAS, LP, A TEXAS LIMITED
PARTNERHSIP
By: BASIC
HEALTH CARE NETWORKS OF TEXAS I, LLC, a Delaware limited liability company,
General
Partner
By: /s/
Xxxxxx Xxxxxxxx
______________________________
Xxxxxx
Xxxxxxxx
Chief
Executive Officer
11
ANNEX
3.1
PERFORMANCE
INCENTIVE BONUS
The
“2006 Performance Incentive Bonus” shall equal one-third (33.33%)
of:
20%
of
2006 Increased Profit between $1 million and $1,999,999; and
25%
of
2006 Increased Profit between $2 million and $2,999,999; and
30%
of
2006 Increased Profit between $3 million and $3,999,999; and
35%
of
2006 Increased Profit between $4 million and $4,999,999; and
40%
of
2006 Increased Profit between $5 million and $5,999,999; and
50%
of
2006 Increased Profit over $6 million
The
“2007 Performance Incentive Bonus” shall equal one-third (33.33%)
of:
20%
of
2007 Increased Profit between $1 million and $1,999,999; and
25%
of
2007 Increased Profit between $2 million and $2,999,999; and
30%
of
2007 Increased Profit between $3 million and $3,999,999; and
35%
of
2007 Increased Profit between $4 million and $4,999,999; and
40%
of
2007 Increased Profit between $5 million and $5,999,999; and
50%
of
2007 Increased Profit over $6 million
12
