EMPLOYMENT AGREEMENT THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.
THIS
AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH
MAY
BE ENFORCED BY THE PARTIES.
EMPLOYMENT
AGREEMENT dated this 13th day of October 2005 by and between THE XXX XXXXXX
CORPORATION, a Texas corporation ("Company"), and XXXX XXXXX
("Employee").
RECITALS:
WHEREAS,
the Company and its affiliates are engaged in the business of providing
comprehensive low-voltage products and services to facilitate the creation
and
operation of “smart home” applications.
WHEREAS,
the Employee is presently providing services to the Company in the capacity
of
Vice President.
WHEREAS,
Employee is employed by the Company in a confidential relationship wherein
Employee, in the course of his employment with the Company, will become familiar
with and aware of information as to the specific manner of doing business and
the customers of the Company and its affiliates and future plans with respect
thereto, all of which will be established and maintained at great expense to
the
Company; this information is a trade secret and constitutes the valuable
goodwill of the Company.
WHEREAS,
Employee recognizes that the Company's business is dependent upon a number
of
trade secrets, including secret processes, techniques, methods and data. The
protection of the trade secrets is of critical importance to the
Company.
WHEREAS,
the Company will sustain great loss and damage if during the term of this
Agreement or Employee's employment with the Company, or for a period of one
(1)
year immediately following the termination of the Agreement or Employee's
employment, for whatever reason, Employee should violate the provisions of
Paragraphs 3 or 4 of this Agreement. Further, monetary damages for such losses
would be extremely difficult to measure.
WHEREAS,
the Company and Employee desire to evidence the terms of employment of the
Employee.
NOW,
THEREFORE, in consideration of the mutual promises, terms, covenants and
conditions set forth herein and the performance of each, it is hereby agreed
as
follows:
ARTICLE
I
Employment
and Duties
A. The
Company hereby employs Employee as its Vice President. Additional or different
duties, titles or positions, however, may be assigned to Employee or may be
taken from Employee from time to time by the Board of Directors ("Board") of
the
Company. Employee hereby accepts this employment upon the terms and conditions
herein contained and agrees to devote his time, attention and efforts to promote
and further the business and services of the Company. Employee shall faithfully
adhere to, execute and fulfill all policies established by the
Company.
B. Employee
shall perform such duties, assume such responsibilities and devote such time,
attention and energy to the business of the Company as the Board shall from
time
to time require and shall not, during the term of his employment hereunder,
be
engaged in any other business activity pursued for gain, profit or other
pecuniary advantage if such activity interferes with Employee's duties and
responsibilities hereunder. However, the foregoing limitations shall not be
construed as prohibiting Employee from making personal investments in such
form
or manner as will neither require his services in the operation or affairs
of
the companies or enterprises in which such investments are made nor violate
the
terms of Paragraphs 3 or 4 hereof.
C. All
funds
received by Employee on behalf of the Company, if any, shall be held in trust
for the Company and shall be delivered to the Company as soon as
practicable.
ARTICLE
II
Compensation
2.01 Salary.
From and
after the effective date of this Agreement, the Employee shall receive a salary
("Salary") from the Company in an amount shown on Exhibit
A
attached
hereto. Upon recommendation of the Company’s Board, and subject to the approval
of a majority in interest of shares of Series A Preferred Stock then
outstanding, from time to time, the Employee’s Salary may be increased. The
Employee's Salary shall be payable in accordance with the Company’s ordinary pay
practices.
2.02 Expense
Reimbursement.
The
Company shall reimburse Employee for all reasonable travel, entertainment and
other expenses related to his employment by or promotion of the Company in
accordance with the Company’s usual expense reimbursement policies and
procedures as in effect from time to time.
2.03 Bonuses.
The
Employee shall be entitled to receive bonuses from time to time in accordance
with the bonus plan described on Exhibit
A
attached
hereto.
2.04 Plan
Participation.
The
Employee shall be entitled to participate in any and all stock option, stock
bonus, pension, profit sharing, retirement or other similar plans adopted by
the
Company.
2
2.05 Other.
The
Employee shall be entitled to the use of a Company auto or an auto allowance
as
described on Exhibit
A
and such
fringe benefits as the Company shall establish for its employees generally
which
shall include with respect to the Employee at least two weeks paid vacation
annually, group medical insurance and such other benefits as the Company shall
adopt, subject to the discretion of the Company to add or delete such standard
benefits as the Board deems appropriate, from time to time.
ARTICLE
III
Non-Competition
Agreement
A. Employee
will not, during the period of this Agreement or of his employment by or with
the Company, whichever period is longer, and for a period of one (1) year
immediately following the termination of this Agreement or his employment,
whichever is longer, for any reason whatsoever, directly or indirectly, for
himself or on behalf of or in conjunction with any other person, persons,
company, partnership, corporation or business of whatever nature (i) call upon
any customer of the Company (including, but not limited to, any customer
obtained for the Company by Employee) for the purpose of soliciting or selling
any products or services in competition with those of the Company or its
affiliates; (ii) call upon any employee of the Company or any of its affiliates
for the purpose or with the intent of enticing them away from or out of the
employ of the Company or any reason whatever; (iii) establish, enter it, be
employed by or, advise, consult with or become a part of, any company,
partnership, corporation or other business entity or venture, or in any way
engage in business for himself or for others, in competition with the Company
or
its affiliates within one hundred (100) miles of the home office of the Company
and/or any affiliated company location, such location having a permanent and
known facility wherein the Employee has served in any capacity and wherever
Employee has performed duties or had management responsibility on behalf of
the
Company or its affiliates; or (iv) during or after the term of his employment
with the Company, disclose the Company's customers or any other trade secrets
of
the Company whether in existence or proposed, to any person, firm, partnership,
corporation or business for any reason or purpose whatsoever.
B. Because
of the difficulty of measuring economic losses to the Company and its affiliates
as a result of his breach of the foregoing covenant and because of the immediate
and irreparable damage that would be caused to the Company and its affiliates
for which it would have no other adequate remedy, Employee agrees that the
foregoing covenant may be enforced by the Company and its affiliates in the
event of breach by him by injunctions and restraining orders.
C. It
is
agreed by the parties that the foregoing covenants in this Paragraph 3 are
necessary to protect the goodwill and business interests of the Company and
its
affiliates and impose a reasonable restraint on Employee in light of the
activities and business of the Company and its affiliates on the date of the
execution of this Agreement and the future plans of the Company; but it is
also
the intent of the Company and Employee that such covenants be construed and
enforced in accordance with the activities and business of the Company and
its
affiliates on the date of the termination of the employment of
Employee.
3
D. The
covenants in this Paragraph 3 are severable and separate and the
unenforceability of any specific covenant shall not affect the provisions of
any
other covenant. Moreover, in the event any court of competent jurisdiction
shall
determine that the scope, time or territorial restrictions set forth are
unreasonable, then it is the intention of the parties that such restrictions
be
enforced to the fullest extent which the court deems reasonable and the
Agreement shall thereby be reformed.
E. All
of
the covenants in this Paragraph 3 shall be construed as an agreement independent
of any other provision in this Agreement and the existence of any claim or
cause
of action of Employee against the Company or its affiliates, whether predicated
on this Agreement or otherwise, shall not constitute a defense to the
enforcement by the Company of such covenants. It is specifically agreed that
the
period of one (1) year stated at the beginning of this Paragraph 3, during
which
the agreements and covenants of Employee made in this Paragraph 3 shall be
effective, shall be computed by excluding from such computation any time during
which Employee is in violation of any provision of this Paragraph 3 and any
time
during which there is pending in any court of competent jurisdiction any action
(including any appeal from any final judgment) brought by any person, whether
or
not a party to this Agreement, in which action the Company or its affiliates
seeks to enforce the agreements and covenants of Employee or in which any person
contests the validity of such agreements and covenants or their unenforceability
or seeks to avoid their performance or enforcement.
ARTICLE
IV
Non-Disclosure
Agreement and Proprietary Information.
A. The
Employee recognizes and acknowledges that the information, techniques,
processes, formulas, developments, experimental work, work in progress,
business, list of the Company's customers and any other trade secret or other
secret or confidential information relating to Company's business as they may
exist from time to time are valuable, special and unique assets of Company's
business. In addition, Employee recognizes that Company is continually engaged
in research and development of new inventions and improvements to the
information, techniques, processes, formulas, developments, trade secrets,
and
other secrets and confidential matters relating to Company's business.
Therefore, Employee agrees as follows:
1. That
Employee will hold in strictest confidence and not disclose, reproduce, publish
or use in any manner, whether during or subsequent to his employment, without
the express authorization of the Board of Directors of the Company, any
information, manufacturing technique, process, business customer lists, trade
secrets or any other secrets or confidential matter relating to any aspect
of
the Company's business as designated from time to time by the Board of Directors
of Company, except as such disclosure or use may be required in connection
with
Employee's work for the Company.
2. That
upon
request or at the time of leaving the employ of the Company the Employee will
deliver to the Company, and not keep or deliver to anyone else, any and all
notes, memoranda, documents and, in general, any and all material relating
to
the Company's business.
4
3. The
Employee shall (without any additional compensation) promptly disclose in
writing to the Board of Directors of the Company all ideas, formulas, programs,
systems, devices, processes, business concepts, discoveries and inventions
(hereinafter referred to collectively as "discoveries"), whether or not
patentable, which the Employee, while employed by the Company, conceives, makes,
develops, acquires or reduces to practice, whether alone or with others and
whether during or after usual working hours, and which are related to the
Company's business or interest, or are used or usable by the Company, or arise
out of or in connection with the duties performed by the Employee hereunder;
and
the Employee hereby transfers and assigns to the Company, all rights, title
and
interest in and to said discoveries, including any and all domestic and foreign
contractual agreements entered into by Employee during the term of this
Agreement and any renewals thereof. On request of the Company, the Employee
shall (without any additional compensation), from time to time during or after
the expiration or termination of their employment, execute such further
instruments (including, without limitation, royalties, licenses and/or interest
whatsoever and assignments thereof) and do all such other acts and things as
may
be deemed necessary or desirable by the Company to protect and/or enforce its
rights in respect of said discoveries. All expenses of filing and/or prosecuting
any interests in such discovery shall be borne by the Company, but the Employee
shall cooperate in filing and/or prosecuting any such interest or violation
in
rights thereto.
4. That
the
Board of Directors of the Company may from time to time designate other subject
matters requiring confidentiality and secrecy which shall be deemed to be
covered by the terms of this Agreement.
B. In
the
event of a breach or threatened breach by the Employee of the provisions of
this
Paragraph 4, the Company shall be entitled to an injunction:
1. Restraining
the Employee from disclosing, in whole or in part, any information as described
above or from rendering any services to any person, firm, corporation
association or other entity to whom such information, in whole or in part,
has
been disclosed or is threatened to be disclosed; and/or
2. Requiring
that Employee deliver to Company all information, documents, notes, memoranda
and any and all discoveries or other material as described above upon Employee's
leave of the employ of the Company. Nothing herein shall be construed as
prohibiting the Company from pursuing other remedies available to the Company
for such breach or threatened breach, including the recovery of damages from
the
Employee.
5
ARTICLE
V
Term;
Terminations
5.01 Term. The
term
of this Agreement shall begin on the date herein first set forth and continue
until December 31, 2010, unless further extended or sooner terminated as herein
provided.
5.02 Termination. This
Agreement and Employee's employment shall be terminated immediately upon the
occurrence of any one of the following events:
A. The
death
of Employee.
B. The
termination of the Agreement by the Company for "cause" after 30 days written
notice ("Notice of Termination") to Employee. "Cause" for purposes hereof shall
consist of the following: (i) the willful and continuous failure of the Employee
to substantially perform the Employee’s duties to the Company (other than any
failure that results from the employee’s having become mentally or physically
disabled or any actual or anticipated failure that results from the occurrence
of events constituting “Good Reason” for termination by the Employee) within 30
days after notice demanding substantial performance, which notice shall
specifically identify the duties that the Employee failed to substantially
perform, is given to the Employee by the Company; or (ii) the Employee’s
willfully engaging in conduct that the Employee knows to be materially injurious
to the Company.
C. The
Employee’s disability. “Disability” for purposes hereof means a physical or
mental infirmity which, in the opinion of a physician selected by the Company,
(i) shall prevent the Employee from earning a reasonable livelihood with the
Company, (ii) 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 12 months and (iii)
did not result from alcoholism or addiction to narcotics.
D. The
termination of the Agreement by the Employee for Good Reason. “Good Reason” for
purposes hereof shall mean (i) a failure by the Company to comply with any
material provision of this Agreement which has not been cured within ten (10)
days after notice of such noncompliance has been given by the Employee to the
Company, or (ii) any purported termination of the Employee's employment by
the
Company which is not effected pursuant to the provisions hereof (and for
purposes of this Agreement no such purported termination shall be
effective).
E. The
resignation of the Employee without “Good Reason.”
F. In
the
event the Company terminates, or attempts to terminate, the employment of the
Employee other than as provided above, or the Company otherwise is in breach
of
the terms of this Agreement, upon determination of a court of competent
jurisdiction or an arbitration or other similar panel that such breach has
occurred, the Employee shall be entitled to receive from the Company, and the
Company agrees to pay or reimburse the Employee for, all legal fees, costs
and
other damages, including back-pay and benefits if applicable, incurred as a
result of such breach or wrongful termination.
6
5.03 Compensation
Upon Termination or During Disability.
A. If
the
Employee's employment is terminated by his death pursuant to Section 5.02A,
the
Company shall pay to the Employee's spouse, or if he leaves no spouse, to his
estate, commencing on the next succeeding day which is the fifteenth day or
last
day of the month, as the case may be, and semimonthly thereafter on the
fifteenth and last days of each month, until a total of six payments has been
made, an amount on each payment date equal to the semimonthly salary payment
payable to the Employee pursuant to Section 2.01 hereof at the time of his
death.
B. If
the
Employee's employment shall be terminated for cause pursuant to Section 5.02B,
the Company shall pay the Employee his full salary through the date of
termination, at the rate in effect at the time Notice of Termination is given,
plus all outstanding expenses payable pursuant to section 2.02 hereof and the
Company shall have no further obligations to the Employee under this
Agreement.
C. If
the
Employee’s employment shall terminate as a result of disability pursuant to
Section 5.02C hereof, the Company shall pay the Employee his full salary through
the date of termination at the rate in effect at the date of termination, plus
all outstanding expenses payable pursuant to section 2.02 hereof. During any
period that the Employee fails to perform his duties hereunder as a result
of
incapacity due to physical or mental illness ("disability period"), the Employee
shall continue to receive his full salary at the rate then in effect for such
period until his employment is terminated pursuant to section 5.02C hereof,
provided that payments so made to the Employee shall be reduced by the sum
of
the amounts, if any, payable to the Employee at or prior to the time of any
such
payment under disability benefit plans of the Company and which were not
previously applied to reduce any such payment.
D. If
the
Employee shall terminate his employment for Good Reason pursuant to Section
5.02D, for any reason other than death or disability, then:
1. the
Company shall pay to the Employee the Salary accrued through the termination
date but not previously paid to the Employee;
2. the
Company shall pay to the Employee a lump sum cash amount equal to the total
cash
Salary payments which would otherwise be payable hereunder through the end
of
the term of this Agreement;
3. all
of
the Employee's outstanding awards of Company stock and outstanding options
to
purchase Company stock shall become fully exercisable and nonforfeitable;
and
7
4. the
Company (at its sole expense) shall take the following actions:
a. throughout
the end of the term of this Agreement (notwithstanding termination), the Company
shall maintain in effect employee benefit programs that are substantially
similar to the benefit plans in which the Employee was a participant immediately
before the termination date; and
b. the
Company shall arrange for the Employee's uninterrupted participation through
the
end of the term of this Agreement in each of such benefit plans or substantially
similar employee benefit programs.
5. It
is the
intent of the Company and the Employee that any payment under this Section
5.03D
shall be in an amount equal to, but not exceeding, the maximum amount payable
without constituting an “excess parachute payment” under Section 280G(b) of the
Internal Revenue Code.
E. If
the
Employee shall terminate his employment for other than Good Reason pursuant
to
Section 5.02E, for any reason other than death or disability, the Company shall
pay the Employee his full salary through the date of termination, at the rate
in
effect at the time Notice of Termination is given, plus all outstanding expenses
payable pursuant to section 2.02 hereof and the Company shall have no further
obligations to the Employee under this Agreement.
F. The
Employee shall not be required to mitigate the amount of any payment or other
benefit required to be paid to the Employee pursuant to this Agreement, whether
by seeking other employment or otherwise, nor shall the amount of any such
payment or other benefit be reduced on account of any compensation earned by
the
Employee as a result of employment by another person.
G. Upon
payment by the Company to the Employee of the amounts and other benefits
required to be paid pursuant to the foregoing provisions of this Section 5.03,
the Company shall no longer be obligated to pay any other amounts or benefits
to
the Employee, other than benefits that, at the time of termination of the
Employee's employment by the Company, had vested in the Employee as a result
of
the Employee's participation in any profit sharing, savings, retirement, or
pension plan of the Company. If the Employee's employment by the Company shall
have been terminated as a result of the Employee's death, the benefits otherwise
required to be paid to the Employee pursuant to the foregoing provisions of
this
Section 5 shall be paid to the executor or administrator of the estate of the
Employee. Each payment required to be made to the Employee pursuant to the
foregoing provisions of this Section 5 shall be made by check drawn on an
account of the Company at a bank located in the United States of America and
(ii) shall be paid (x) if the Employee's employment by the Company was
terminated as a result of the Employee's death, the Employee's disability or
the
Employee's retirement, not more than 30 days immediately following the date
of
the occurrence of that event, and (y) if the Employee's employment by the
Company was terminated for any other reason, not more than 10 days immediately
following the Termination Date.
8
ARTICLE
VI
Representations
of Employee
Employee
has represented and hereby represents and warrants to the Company that he is
not
subject to any restriction or non-competition covenant in favor of a former
employer or any other person or entity and that the execution of this Agreement
by Employee and his employment by the Company or its affiliates and the
performance of his duties hereunder will not violate or be a breach of any
agreement with a former employer or any other person or entity. Further,
Employee agrees to indemnify the Company and its affiliates for any claim,
including, but not limited to, attorney's fees and expenses of investigation,
by
any such third party that such third party may now have or may hereafter come
to
have against the Company or its affiliates based upon or arising out of any
non-competition agreement or invention and secrecy agreement between Employee
and such third party.
ARTICLE
VII
Miscellaneous
7.01 Complete
Agreement.
This
Agreement is not a promise of future employment. There are no oral
representations, understandings or agreements with the Company or any of its
officers, directors or representatives covering the same subject matter as
this
Agreement. This written Agreement is the final, complete and exclusive statement
and expression of the agreement between the Company and Employee and of all
the
terms of this Agreement and it cannot be varied, contradicted or supplemented
by
evidence of any prior or contemporaneous oral or written agreements. Upon the
effective date of this agreement, any prior agreements relating to the Company's
employment of Employee shall be terminated and superseded in its entirety.
This
written agreement may not be later modified except by a further writing signed
by the Company and Employee, and no term of this Agreement may be waived except
by writing signed by the party waiving the benefit of such terms.
7.02 No
Waiver.
No
waiver by the parties hereto of any default or breach of any term, condition
or
covenant of this Agreement shall be deemed to be a waiver of any subsequent
default or breach of the same or any other term, condition or covenant contained
herein.
7.03 Assignment;
Binding Effect.
Employee
understands that he has been selected for employment by the Company on the
basis
of his personal qualifications, experience and skills. Employee agrees,
therefore, that this Agreement and the rights to his services may be assigned
by
the Company at any time without notice to him, but that he cannot assign all
or
any portion of this Agreement. Subject to the preceding two sentences, this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, successors and assigns. It is further understood
and
agreed that the Company may be merged or consolidated with another entity and
that any such entity shall automatically succeed to the rights, powers and
duties of the Company hereunder.
9
7.04 Notice.
Whenever
any notice is required hereunder, it shall be given in writing addressed as
follows:
|
To
the Company:
|
THE XXX XXXXXX CORPORATION | |
| 0000 Xxxxx Xx, Xxxxx 000 | ||
| Xxxx, Xxxxx 00000 | ||
|
To
Employee:
|
XXXX XXXXX | |
| ____________________ | ||
| ____________________ | ||
Notice
shall be deemed given and effective three (3) days after the deposit in the
United States mail of a writing addressed as above and sent first class mail,
certified, return receipt requested, or when actually received. Either party
may
change the address for notice by notifying the other party of such change in
accordance with this Section 7.04.
7.05 Severability;
Headings.
If any
portion of this Agreement is held invalid or inoperative, the other portions
of
this Agreement shall be deemed valid and operative and, so far as is reasonable
and possible, effect shall be given to the intent manifested by the portion
held
invalid or inoperative. The paragraph headings herein are for reference purposes
only and are not intended in any way to describe, interpret, define or limit
the
extent or intent of this Agreement or of any part hereof.
7.06 Arbitration.
Any
controversy or claim arising out of or relating to this Agreement or the breach
thereof shall be settled by arbitration in the City of Houston, Texas in
accordance with the rules then existing of the American Arbitration Association
and judgment upon the award may be entered in any Court having jurisdiction
thereof.
7.07 Governing
Law.
This
Agreement shall in all respects be construed according to the laws of the State
of Texas.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
date
herein first set forth.
|
THE
XXX XXXXXX CORPORATION
|
|
|
ATTEST:
|
|
|
By:
Xxxx Xxxxxxx
|
|
|
________________________
|
Title:
President
|
|
EMPLOYEE:
|
|
|
ATTEST:
|
|
|
/s/
Xxxx Xxxxx
|
|
|
Xxxx
Xxxxx
|
|
|
/s/
|
10
EXHIBIT
A
Compensation
2.01 Salary
2005
-
$34,200 (prorated)
2006
-
$34,200
2007
-
$40,200
2008
-
$46,200
2009
-
$52,200
2010
-
$58,200
2.03 Bonuses
-
Revenue
and EBITDA Bonuses
Maximum
eligible bonuses as follows:
|
Revenue
Bonus
|
EBITDA
Bonus
|
Total
Bonus
|
||||||||
|
2006
|
$
|
20,000
|
$
|
15,000
|
$
|
35,000
|
||||
|
2007
|
20,000
|
20,000
|
40,000
|
|||||||
|
2008
|
20,000
|
25,000
|
45,000
|
|||||||
|
2009
|
20,000
|
30,000
|
50,000
|
|||||||
|
2010
|
20,000
|
35,000
|
55,000
|
|||||||
Bonuses
determined based on a combination of meeting revenue targets and EBITDA targets
set forth below (based off of the latest projections provided by APT). Maximum
bonuses paid upon achieving 105% of revenue targets and 105% of EBITDA targets.
Minimum bonuses paid upon achieving 90% of revenue targets and 90% of EBITDA
targets. Bonus scales between minimum and maximum bonus based on achieving
90%,
92.5%, 95%, 97.5%, 100% and 105% of targets in which case bonuses are 15%,
23%,
35%, 48%, 65% and 100% of Maximum. Advances against revenue bonuses are made
on
a quarterly basis (based on achieving % of annual target revenues cumulatively
at 20.5%, 44.0%, and 70% for each of the first 3 quarters). At year-end any
unpaid revenue bonus is paid and the EBITDA bonus, if any, is paid. In the
event
that advances against revenue bonuses are in excess of the revenue bonus as
measured at year-end, such excess shall be offset (i) first, against any EBITDA
Bonus then payable, and (ii) then, to the extent not offset fully by any EBITDA
Bonus, any remaining excess advances shall be offset against Salary ratably
over
a three-month period beginning with the first pay check following the
determination of an unrecovered excess advance.
11
Revenue
and EBITDA targets for purposes of determining bonuses are as
follows:
|
Revenue
Target
|
EBITDA
Target
|
||||||
|
2006
|
$
|
1,608,500
|
$
|
164,000
|
|||
|
2007
|
2,362,500
|
252,500
|
|||||
|
2008
|
3,236,500
|
353,500
|
|||||
|
2009
|
4,644,500
|
549,000
|
|||||
|
2010
|
6,579,000
|
920,000
|
|||||
-
Extraordinary Results Bonus:
If
revenues are 120% of Revenue Target and EBITDA is 150% of EBITDA Target, in
any
year, an additional bonus is paid at year-end in an amount equal to 20% of
EBITDA in excess of target.
*
* * *
*
For
purposes of computing the EBITDA Bonus and Extraordinary Results Bonus, EBITDA
shall be computed after payment of the Revenue Target Bonus and giving pro
forma
effect to payment of the EBITDA Target Bonus.
All
bonuses will be payable within ten days after the completion of the audit of
the
Company’s financial statements for each calendar year. EBITDA shall be computed
based on the application of generally accepted accounting principles on a
consistent basis and in a manner consistent with that utilized in establishing
the Revenue and EBITDA Targets.
2.05 Auto
Allowance
Use
of
Company automobile or $500 per month auto allowance, at the discretion of the
Company.
12
