EXHIBIT 10.2
EMPLOYMENT AND NON-COMPETITION AGREEMENT
THIS EMPLOYMENT AGREEMENT AND NON-COMPETITION AGREEMENT
("Agreement") is made and entered into as of the 3rd day of April, 2000, by
and between PRIMIS, INC., a Georgia corporation (the "Company"), and Xxxxx X.
Post, an individual ("Employee").
RECITAL:
Employee desires to be employed by the Company and the Company
desires to employ Employee on the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, it is agreed by
and between the parties hereto as follows:
1. EMPLOYMENT. The Company hereby employs Employee and Employee
accepts employment by the Company and agrees to serve the Company, upon the
terms and conditions hereinafter set forth.
2. TERM. Employee's employment shall be for a term commencing on the
date hereof and ending on April 3, 2004, unless Employee's employment
terminates prior thereto as provided in Section 6 (the "Term"). Thereafter,
this Agreement shall continue in full force and effect, except that Section 6
shall no longer be applicable, and either party hereto may terminate
Employee's employment hereunder upon ninety (90) days prior written notice to
the other.
3. DUTIES. Employee shall be employed by the Company as Executive
Vice President of the Company, having responsibility for the Finance,
Strategic Planning, and Merger and Acquisition functions of the Company's
business. So long as Employee is employed hereunder, Employee agrees to
devote his full business time and energy to the business and affairs of the
Company, to perform his duties hereunder to the best of his ability and at a
level of competency consistent with the position occupied, to act on all
matters in a manner Employee reasonably believes to be in and not opposed to
the best interests of the Company, to use his best efforts, skill and ability
to promote the profitable growth of the Company, and to perform such other
duties as may be assigned to him by the Company's Chief Executive Officer,
Chairman or by the Company's Board of Directors ("Board") from time to time.
4. COMPENSATION AND BENEFITS. For all services rendered by Employee,
the Company shall pay compensation and provide benefits to Employee as
follows:
A. SALARY. The Company shall pay Employee an annual salary
("Salary") of Two Hundred Thousand Dollars ($ 200,000), payable not less
frequently than monthly. At least once every twelve (12) months the Board
shall review Employee's Salary and make such
adjustments to the Salary as it reasonably deems appropriate, provided that
the Salary shall not be reduced.
B. INCENTIVE CASH BONUS. See bonus plan attached hereto as
Exhibit A.
C. BUSINESS EXPENSES. The Company shall reimburse Employee
for reasonable direct out-of-pocket ordinary and necessary expenses,
including trade association dues, if any, incurred by Employee in the
performance of services hereunder and for which Employee properly accounts in
accordance with the Company's regulations and procedures in effect from time
to time.
D. ADDITIONAL BENEFITS. Employee shall be entitled to
participate on the same terms and conditions as employees similarly situated
in any and all employee retirement, medical, life and disability insurance,
vacation and other benefits plans and perquisites as may be established and
in effect from time to time and made available to employees of the Company.
5. WITHHOLDING. The Company shall be authorized to deduct and
withhold from Employee's compensation such sums as are required by law to be
deducted and withheld.
6. EVENTS CAUSING TERMINATION OF EMPLOYMENT. Employee's employment
with the Company shall terminate prior to the expiration of the Term, without
further obligation on the part of the Company, except as provided in this
Agreement, only upon the occurrence of any of the following events:
A. The voluntary resignation of Employee;
B. The death of Employee;
C. The discharge of Employee for misconduct, dishonesty or
fraud on Employee's part in connection with the performance of any duties
hereunder;
D. The discharge of Employee for a material breach by
Employee of any of the terms of Sections 8, 9 or 11 of this Agreement;
E. The discharge of Employee upon a determination by the
Board, acting in good faith and with reasonable justification, that
Employee's performance has been unsatisfactory, after first having given
written notice to the Employee that the Employee's performance has been
unsatisfactory (which notice shall set forth in reasonable detail the nature
of the unsatisfactory performance), and Employee having failed to cure such
unsatisfactory performance within thirty (30) days thereafter to the
reasonable satisfaction of the Company;
F. The discharge of Employee upon a determination that
Employee has been unable, for any continuous period of at least three (3)
months, or for shorter periods aggregating three (3) months during any
12-month period, to perform his duties hereunder by reason of injury, illness
or other physical or mental disability (such determination to be made by
agreement
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between the Company and Employee, or, in the event the Company and Employee
are unable to agree on such determination, and upon written notice thereof by
either party to the other, then each of the Company and Employee shall,
within ten (10) days after such notice is given, select a qualified and
licensed physician, and such physicians together shall select a third
licensed and qualified physician who will make such determination within
thirty (30) days after his or her appointment and whose determination shall
be binding upon all parties hereto); or
G. The discharge of Employee for conviction of Employee of
a crime involving moral turpitude.
7. PAYMENTS TO EMPLOYEE UPON TERMINATION OF EMPLOYMENT.
A. Subject to the provisions of Sections 7(B) and 7(C)
below, in the event Employee's employment with the Company shall terminate
during the Term for any reason including termination as provided in Section
6, or thereafter pursuant to Section 2: [i] Employee's Salary shall be
prorated and paid through the date of termination; and [ii] all unvested
options to purchase common stock of the Company shall cease and terminate as
of the date of termination.
B. In the event of Employee's termination pursuant to
Section 6(B) or 6(F) hereof, Employee shall be entitled to receive, at such
time as it would otherwise be payable, any Incentive Cash Bonus which would
have been payable, based upon the Company's performance over the full fiscal
year, prorated for that portion of the fiscal year during which the Employee
was employed by the Company.
C. In the event of Employee's termination pursuant to
Section 6(F), the Company agrees to continue to pay Employee's full Salary
during such period of disability, said payments to continue for a maximum of
six (6) months. Thereafter, Employee shall be paid disability benefits
pursuant to the disability insurance, if any, established by the Company and
in which Employee participates pursuant to Section 4(D) of this Agreement.
D. In the event of Employee's termination of employment
prior to the expiration of the Term, for any reason other than those reasons
set forth in Section 6 of this Agreement, the Company shall [i] pay Employee
in equal monthly installments for a period of twelve (12) months from the
date of termination (the "Severance Period"), an amount, in the aggregate,
equal to Employee's annual Salary in effect at the date of termination, which
installments shall be mitigated and reduced by the amount of any compensation
paid to Employee by another employer for services performed during the
Severance Period (and Employee agrees in good faith to seek to obtain and
maintain such other employment during the Severance Period), and [ii] pay
Employee at such time as it otherwise would have been payable, the Incentive
Cash Bonus, if any, which would have been payable, based upon the Company's
performance over the full fiscal year, prorated for that portion of the
fiscal year during which Employee was employed by the Company.
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8. CHANGE IN CONTROL.
A. Notwithstanding Sections 6 and 7 of this Agreement to
the contrary, if Employee's employment with the Company and/or its
subsidiaries or a successor is terminated by the Company within twelve (12)
months following a Change in Control, as defined herein, (i) for any reason
(unless such termination is pursuant to Section 6 of this Agreement) or (ii)
by Employee for Good Reason (as defined herein), Employee shall be entitled
to the following compensation and benefits:
[1] the Company shall pay to Employee all of Employee's
compensation earned or accrued through the date of termination but not paid
as of the date of termination, including base salary in effect as of the date
termination, vacation pay, and any incentive compensation which has been
awarded or allocated to Employee for a fiscal year preceding the termination
date but has not yet been paid; and
[2] the Company shall pay Employee (i) in equal
monthly installments for a period of twelve (12) months form the date of
termination, an amount, in the aggregate, equal to the Employee's Salary in
effect of the date of termination, and (ii) at such time as it otherwise
would have been payable, the Incentive Cash Bonus, if any, which would have
been payable, based upon the Company's performance over the full fiscal year,
prorated for that portion of the fiscal year during which Employee was
employed by the Company.
B. CHANGE IN CONTROL. The term "Change in Control" shall
have the same meaning as contained in Employee's Stock Option Agreement dated
the date hereof.
C. GOOD REASON. The term "Good Reason" means the occurrence
after a Change in Control of any of the following events or conditions:
[1] a significant adverse change in Employee's duties or
responsibilities form those in effect at any time within ninety (90) days
preceding the date of a Change in Control or a change in Employee's reporting
responsibilities or offices as in effect immediately before a Change in
Control (it being understood that the failure of Employee to have duties or
responsibilities after the Change in Control comparable to those in effect
immediately before the Change in Control shall constitute a significant
adverse change in duties or responsibilities);
[2] a reduction in Employee's base salary or the failure
by the Company to increase Employee's base salary each year after a Change in
Control by an amount which at least equals, on a percentage basis, the mean
average percentage increase in base salary for all officers of the Company
during the two (2) full calendar years immediately preceding a Change in
Control;
[3] the Company's failure to provide employee benefits
to Employee which are comparable to those provided to similarly situated
employees of the Company; or
[4] the taking of any action by the Company or successor
not required by law which would adversely affect Employee's participation in
or materially reduce
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Employee's benefits under any benefit, compensation or bonus plan or
arrangement in which Employee is participating immediately preceding the
Change in Control, or deprive Employee of any material fringe benefit enjoyed
by Employee at the time of the Change in Control.
9. COVENANTS NOT TO SOLICIT OR COMPETE.
A. NON-COMPETITION. Employee recognizes one of the
inducements for the Company to enter into this agreement of employment is the
understanding that the Employee will not compete or interfere, directly or
indirectly, for a period of time after the termination of Employee's
employment with the Company. Employee further recognizes and acknowledges
that, in consideration of the scope of the business of the Company and the
nature of the services Employee provides to the Company, and in order to
protect the Company's legitimate interests, Employee's covenant not to
compete must include each of the areas where the Company currently does
business, which areas include Alabama, Arizona, California, District of
Columbia, Florida, Georgia, Maryland, Michigan, Missouri, North Carolina, New
Jersey, Nevada, Ohio, Oregon, Tennessee, Texas, Virginia and Washington
(collectively, the "Territory"), to the extent Employee hereafter actively
performs, supervises or assists in the Company's business in such areas or
has material contact with customers of the Company within such areas.
Employee agrees that this Agreement shall be amended by Employee and Company
from time to time to reflect any changes in the Territory for which Employee
shall have responsibilities. In consideration of the covenants herein,
Employee agrees that for the period Employee is employed by the Company
(whether during the Term or after the Term ends) and for a one-year period
immediately following the termination of his employment with the Company for
any reason whatsoever, Employee shall not, within the Territory, in any
manner, directly or indirectly or by assisting others, engage in any business
which is the same or essentially the same as the business of the Company,
such business being the business of real estate information services,
including commercial and residential real estate appraisals, home
inspections, title services, flood determinations, energy audits, and related
property information services as an manager or as a supervisor,
administrator, executive, senior or management level employee, owner,
proprietor, shareholder or consultant performing duties the same as or
substantially similar to those performed by Employee hereunder; provided that
Employee shall not be restricted from owning less than 3% of the outstanding
shares of a company whose shares are publicly traded.
B. NON-SOLICITATION. Employee agrees that for the period
Employee is employed by the Company (whether during the Term or after the
Term ends) and for a one-year period immediately following the termination of
Employee's employment with the Company for any reason whatsoever, Employee
shall not (other than in the regular course of the Company's business),
within the Territory, solicit, directly or indirectly, business of the type
then being performed therein by the Company from any person, partnership,
corporation or other entity which [a] is a customer of the Company within the
Territory at the time Employee's employment with the Company terminates,
including an actively-sought prospective customer, or [b] was such a customer
within the two-year period immediately prior thereto, for the purposes of
providing products or services that are competitive with those provided by
the Company, provided that in the case of either [a] or [b], Employee had
material contact with such customer during and as a part or result of
Employee's employment with the Company.
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10. NON-INDUCEMENT AND NON-DISCLOSURE.
A. NON-INDUCEMENT. Employee agrees that for the period
Employee is employed by the Company (whether during the Term or after the
Term ends) and for a two-year period immediately following the termination of
Employee's employment with the Company for any reason whatsoever, Employee
shall not directly or indirectly, individually or on behalf of persons not
parties to this Agreement, aid or endeavor to solicit or induce any of the
Company's employees to leave their employment with the Company in order to
accept employment with Employee or another person, partnership, corporation
or other entity.
B. NON-DISCLOSURE. At no time shall Employee divulge,
furnish or make accessible to anyone (other than in the regular course of the
Company's business) any knowledge or information with respect to confidential
information or data of the Company, or with respect to any confidential
information or data of any of the customers of the Company, or with respect
to any other confidential aspect of the business or products or services of
the Company or its customers.
11. INJUNCTIVE RELIEF FOR BREACH: ENFORCEABILITY. Employee agrees
that Company may not be adequately compensated by damages for a breach by
Employee of any of the covenants contained in Sections 8 and 9, and that, in
addition to all other remedies, the Company shall be entitled to injunctive
relief and specific performance. The covenants contained in Sections 8 and 9
shall be construed as separate covenants, and if any court shall finally
determine that the restraints provided for in any such covenants are too
broad as to the geographic area, activity or time covered, said area,
activity or time covered may be reduced to whatever extent the court deems
reasonable and such covenants shall be enforced as to such reduced area,
activity or time and Employee expressly agrees that this Agreement, as so
amended, shall be valid and binding.
12. PROPRIETARY RIGHTS.
A. RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE. At all
times during the term of Employee's employment and thereafter, Employee will
hold in strictest confidence and will not disclose, use, lecture upon or
publish any of the Company's Proprietary Information (defined below), except
as such disclosure, use or publication may be required in connection with his
work for the Company, or unless the Chief Executive Officer or the Board of
Directors of the Company expressly authorizes such in writing. Employee shall
and hereby does assign to the Company any rights Employee may have or acquire
in such Proprietary Information and recognizes that all Proprietary
Information shall be the sole property of the Company and its assigns and
that the Company and its assigns shall be the sole owner of all patent
rights, copyrights, trade secret rights and all other rights throughout the
world (collectively, "Proprietary Rights") in connection therewith. The term
"Proprietary Information" shall mean trade secrets, confidential knowledge,
data or any other proprietary information of the Company which the Company
treats as confidential with respect to the general public. By way of
illustration but not limitation, "Proprietary Information" includes (a)
inventions, trade secrets, ideas, processes,
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formulas, data, programs, other words of authorship, know-how, improvements,
discoveries, developments, designs and techniques relating to the business or
proposed products of the Company and which were learned or discovered by
Employee during the term of his employment with the Company (hereinafter
collectively referred to as "Inventions"); and (b) information regarding
plans for research, development, new products and services, marketing and
selling, business plans, budgets and unpublished financial statements,
licenses, prices and costs, suppliers and customers which were learned or
discovered by Employee during the term of his employment with the Company,
and information regarding the skills and compensation of other employees of
the Company. For purposes of this Agreement, the term "Proprietary
Information" shall not include information that Employee can show by
competent proof (i) was known to Employee prior to disclosure by the Company;
(ii) was generally known to the public at the time Company disclosed the
information to Employee; (iii) became generally known to the public after
disclosure by the Company through no act or omission of Employee; or (iv) was
disclosed to Employee by a third party having a bona fide right both to
possess the information and to disclose it to Employee.
B. THIRD PARTY INFORMATION. Employee understands, in
addition, that the Company may from time to time receive from third parties
confidential or proprietary information ("Third Party Information") subject
to a duty of the Company's part to maintain the confidentiality of such
information and to use it only for certain limited purposes. During the term
of his employment and thereafter, Employee will hold Third Party Information
in the strictest confidence and will not disclose to anyone (other than
Company personnel who need to know such information in connection with their
work for the Company) or use, except in connection with his work for the
Company, Third Party Information unless expressly authorized by the Chairman
or Chief Executive Officer of the Company in writing.
C. ASSIGNMENT OF INVENTIONS.
[1] Employee shall and hereby does assign to the
Company all right, title and interest in and to any and all Inventions (and
all Proprietary Rights with respect thereto) whether or not patentable or
registrable under copyright or similar statutes that were made or conceived
or reduced to practice or learned by Employee, either alone or jointly with
others, during the period of his employment with the Company.
[2] Employee shall and hereby does acknowledge that all
original works of authorship which are made by Employee (solely or jointly
with others) during the term of his employment with the Company and that are
within the scope of his employment and which are protectable by copyright are
"works made for hire," as that term is defined in the United States Copyright
Act (17 U.S.C., Section 1201). Inventions assigned to or as directed by the
Company by this Section 11.C are hereinafter referred to as "Company
Inventions."
D. ENFORCEMENT OF PROPRIETARY RIGHTS. Employee will assist
the Company in every proper way to obtain and from time to time enforce
United States and foreign Proprietary Rights relating to Company Inventions
in any and all countries. To that end Employee will execute, verify and
deliver such documents and perform such other acts (including appearances
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as a witness) as the Company may reasonably request for use in applying for,
obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary
Rights and the assignment thereof. In addition, Employee will execute, verify
and deliver assignments of such Proprietary Rights to the Company or its
designee. Employee's obligation to assist the Company with respect to
Proprietary Rights relating to such Company Inventions in any and all
countries shall continue beyond the termination of Employee's employment, but
the Company shall compensate Employee at a reasonable rate after Employee's
termination for the time actually spent by Employee at the Company's request
on such assistance. In the event the Company is unable for any reason, after
reasonable effort, to secure Employee's signature on any document needed in
connection with the actions specified in the preceding, Employee hereby
irrevocably designates and appoints the Company and its duly authorized
officers and agents as Employee's agent and attorney in fact, to act for and
in Employee's behalf to execute, verify and file any such documents and to do
all other lawfully permitted acts to further the purposes of the preceding
paragraph thereon with the same legal force and effect as if executed by
Employee. Employee hereby waives and quitclaims to the Company any and all
claims, of any nature whatsoever, which Employee now or may hereafter have
for infringement of any Proprietary Rights assigned hereunder to the Company.
E. PRIOR INVENTIONS. Inventions, if any, patented or
unpatented, which Employee made prior to the commencement of employment with
the Company are excluded from the scope of this Agreement.
F. RETURN OF COMPANY DOCUMENTS. When Employee leaves the
employ of the Company, Employee will deliver to the Company all drawings,
notes, memoranda, specifications, devices, formulas, and documents, together
with all copies thereof, and any other material containing or disclosing any
Company Invention, Third Party Information or Proprietary Information of the
Company. Employee further agrees that any property situated on the Company's
premises and owned by the Company, including disks and other storage media,
filing cabinets or other work areas, is subject to inspection by Company
personnel at any time with or without notice.
G. LEGAL AND EQUITABLE REMEDIES. Because Employee's
services are personal and unique and because Employee may have access to and
become acquainted with the Proprietary Information of the Company, the
Company shall have the right to enforce this Section 11 of the Agreement and
any of its provisions by injunctions, specific performance or other equitable
relief, without bond, without prejudice to any other rights and remedies that
the Company may have for a breach of this Agreement.
13. NOTICES. All notices and other communications hereunder shall be
in writing and shall be given or made by hand delivery, or by certified or
registered mail, return receipt requested, postage prepaid, or by telegram,
as follows, or to such other person or address as shall be hereafter
designated by notice given in accordance with this Section:
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If to the Company: Primis, Inc.
Attn: Xxxxx Xxxxxxx
Suite 320
11475 Xxxxx Xxxx Xxx
Xxxxxxxxxx, Xxxxxxx 00000
With a copy to: Primis, Inc.
00000 Xxxxx Xxxx Xxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Chief Legal Officer
If to Employee: Xxxxx X. Post
000 Xxxx Xxxxx Xxxxx
Xxxxxxx, XX 00000
Any notice or other communication hereunder shall be deemed to have been duly
given or made if made by hand, when delivered against receipt therefor or
when attempted delivery shall be rejected, as the case may be, if made by
letter, upon deposit thereof in the mail, postage prepaid, registered or
certified, with return receipt requested, and if made by telegram, facsimile
or reputable overnight courier when sent. Notwithstanding the foregoing, any
notice or other communication hereunder which is actually received by a party
hereto shall be deemed to have been duly given or made to such party.
14. MISCELLANEOUS.
A. ASSIGNMENT. This is a contract for personal services by
Employee and may not be assigned by Employee. This Agreement shall inure to
the benefit of and be binding upon the Company and its successors and assigns.
B. WAIVER OF BREACH. Failure or delay by either party to
insist upon compliance with any provision hereof shall not operate as, and is
not to be construed as, a waiver or amendment of such provision. The waiver
by either party of a breach of any provision of this Agreement by the other
shall not operate or be construed as a waiver of any subsequent breach,
whether occurring under similar or dissimilar circumstances.
C. ENTIRE AGREEMENT: CANCELLATION OF PRIOR AGREEMENTS. This
Agreement contains the entire agreement of the parties with respect to the
subject matter hereof. It may not be changed orally, but only by an amendment
in writing signed by the parties hereto. All prior agreements or
understandings concerning Employee's employment by the Company are hereby
canceled and superseded by this Agreement.
D. SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability
of the remainder of this Agreement.
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E. HEADINGS. The headings contained in this Agreement are
for convenience only and shall not be deemed a part of this Agreement in
construing or interpreting the provisions hereof.
F. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia. In connection
with the enforcement of this Agreement, the parties consent to jurisdiction
in the courts of Georgia. The prevailing party in any action to enforce this
Agreement shall be entitled to attorneys' fees from the non-prevailing party.
G. REMEDIES. In accordance with O.C.G.A. ss. 9-9-2(c)(9),
as evidenced by the parties affixing their initials hereon next to this
Section 14.G., any controversy arising out of, or relating to, this Agreement
or any modification or extension of this Agreement, including any claim for
damages, rescission, specific performance or other legal or equitable relief,
shall be settled by arbitration in the City of Atlanta, State of Georgia, in
accordance with the rules then obtaining of the American Arbitration
Association. The determination of the arbitrator when made shall be binding
upon all parties bound by the terms of this Agreement. Judgment upon the
award rendered by the arbitrator may be entered in any court of competent
jurisdiction. The foregoing notwithstanding, the Company shall have the right
to seek injunctive relief from any court of competent jurisdiction in the
event of any breach or threatened breach of Sections 8, 9 or 11 of this
Agreement. Initials: Company: ______________; Employee: _____________________.
H. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
when taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this
Employment Agreement on the date set forth below but effective as of the day
and year first written on page 1 of this Agreement.
PRIMIS, INC.
By:__________________________________
Dated: ___________, 2000
Title:________________________________
Dated: ___________, 2000 _____________________________________
Xxxxx X. Post
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EXHIBIT A
CORPORATE BONUS PLAN
EXECUTIVE/DIRECTOR LEVEL JANUARY 2000
---------------------------------------------------------------------------
PURPOSE
This bonus plan reflects our goal of having a portion of every employee's,
that manages/supervises others or key individual contributors, total
compensation "at risk". Specific company financial targets and individual or
functional area goals and objectives will be consistent with the overall
company operating plan for 2000.
OVERVIEW
The bonus plan consists of the following components:
1. Corporate financial objectives measured by:
a. Revenue
b. E-commerce Revenues
c. Earnings Before Interest, Tax, Depreciation, and Amortization
(EBITDA)
2. Individual and/or functional area goals and objectives
EFFECTIVE DATE
This bonus plan is effective January 1, 2000 and supercedes all prior bonus
plans and /or incentive arrangements for eligible employees. This plan pays
out annually after publication of audited financial statement.
BONUS BANDS
Eligible employees would have 25%-60% of base salary in bonus potential at
100% plan achievement.
ELIGIBLE PARTICIPANTS
This plan includes all Executives (excludes CEO) and Directors currently
employed and those beginning employment after January 1, 2000 on a pro-rata
basis.
BONUS COMPOSITE PERCENTAGES
1. Achievement of corporate financial objective = 40 - 75%
2 Achievement of individual objectives = 25 - 75%
Proportionate combination of the above comprise 100% of target bonus.
Proportions determined individually. Example: $100,000 base salary, target
bonus of 30% or $30,000 with 50% ($15,000) corporate component and 50%
($15,000) individual component.
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PAY-OUT SCHEDULE
1. ACHIEVEMENT OF CORPORATE 2000 FINANCIAL GOALS* PAY-OUT
---------------------------------------------------------------------------
0 - 89% 0%
90 - 99% 50%
100% 100%
101 - 110% 125%
111 - 125% 150%
126 - 150%+ 200%
2. ACHIEVEMENT OF INDIVIDUAL OBJECTIVES PAY-OUT
--------------------------------------------------------------------------
below 50% 0%
50 - 99% 50%
100% 100%
*No bonus will be paid if a minimum of 90% of the company's financial plan is
not achieved in either bonus category.
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[LOGO]
2000 Corporate Bonus
PLAN DESCRIPTION
-EXECUTIVE/DIRECTOR LEVEL-
EMPLOYEE NAME: Xxxxx X. Post
EMPLOYEE TITLE: Executive Vice President & Chief Financial Officer
2000 TOTAL BONUS TARGET AMOUNT AT 100% OF ACHIEVEMENT OF PLAN: $100,000
-------------------------------------------------------------
BONUS COMPONENTS
----------------
PRIMIS FINANCIAL TARGETS:
-------------------------
-2000 Total Revenue $TBD
-2000 E-Commerce Revenue $TBD
-2000 EBITDA $TBD
BONUS TARGET AT 100%: $75,000
--------------------
INDIVIDUAL/FUNCTIONAL AREA OBJECTIVES:
--------------------------------------
1. TBD
2. TBD
3. TBD
4. TBD
5. TBD
BONUS TARGET AT 100% ACHIEVEMENT: $ 25,000
--------------------------------
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BONUS PAY-OUT GUIDELINES:
1. Bonus pay-out will occur annually after publication of the audited
financial statement.
2. No pay-out will occur for corporate or individual/functional area bonus
components if a minimum of 90% of the company's financial targets are not
met.
3. Bonus pay-out for the corporate component within the performance bands will
be calculated linearly within pay-out bands.
EXAMPLE: 90% achievement pays 50% of bonus
95% achievement pays 75% of bonus
4. Participant must be an employee at the time of bonus pay-out.
5. New hires that join Primis after 1-1-2000 will be eligible for a
pro-rated bonus based start date, and new hires who join Primis after
October 1, 2000 will not be eligible for a bonus based on 2000 results.
6. The BOD and the CEO can change the plan without notice.
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