Final (July 20, 2004)
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement"), dated as of July 19, 2004 (the
"Effective Date"), is between Century Casinos, Inc., a Delaware corporation,
whose principal executive offices are located in Colorado Springs, Colorado
("Employer"), and Xx. Xxxxxxx X. Xxxxx ("Employee").
Recitals
A. Employee wishes to be considered by Employer for the position of Chief
Operating Officer, North America ("the Position"). Employer wishes to retain the
services of Employee for the Position, and Employer and Employee wish to
formalize the terms and conditions of their agreements and understandings
concerning Employee's employment in the Position.
B. Employee's employment by Employer, the mutual covenants stated in this
Agreement, and other valuable consideration, the receipt of which is
acknowledged by Employee, are sufficient consideration for this Agreement.
C. This Agreement supersedes and replaces any prior oral or written
employment agreements entered into by and between Employer and Employee, and the
terms of this Agreement shall be held confidential by Employee.
Agreement
The parties agree as follows:
1. Employment. As of the Effective Date, Employer shall employ Employee in
the Position, and Employee agrees to accept such employment.
2. Term of Agreement. The term of this Agreement will commence on the
Effective Date and will continue for two years unless sooner terminated in
accordance with the provisions of this Agreement. Furthermore, this Agreement
may be extended for periods of six (6) months as follows: if on the date no
later than six months before the Agreement will normally expire, both parties
give notice that they wish the Agreement to continue, the Agreement shall
continue under the same terms for an additional period of six months following
the previous expiration date. The parties will continue this process during
successive extensions of this Agreement. The following is an example of this
process: the initial term of the Agreement will expire on July 18, 2006. Six
months before the expiration date is January 18, 2006. If both parties give
notice on or before January 18, 2006, that they wish the Agreement to continue,
the expiration date of the Agreement shall be extended to January 18, 2007.
Then, six months before the end of this new termination date, the parties may or
may not give similar notice concerning extension so as to cause the Agreement to
extend an additional six months. This process shall continue during the life of
the Agreement, or any extensions or amendments to the Agreement.
3. Actions of Employer. All actions by and decisions of Employer
contemplated in this Agreement will be made by Employer's Executive Committee,
which may from time to time appoint one of its members under this Agreement to
carry out its functions. Nevertheless, Employee understands that Employer's
Compensation Committee must approve all decisions concerning Employee's salary.
4. Duties of Employee. Employee's principal duties on behalf of Employer as
of the Effective Date shall be to act as the Chief Operating Officer, North
America. Employee will undertake and assume the responsibility of performing for
and on behalf of Employer whatever duties are necessary and required in such
position. Employee will devote Employee's full time and energies and best effort
to the performance of such duties, to the exclusion of all other activities that
conflict in any material way with Employee's duties under this Agreement.
Specific duties, and limitations on authority, of Employee may be addressed by
separate memoranda or other instructions. In performing his duties, Employee
recognizes and agrees that he will abide by the Employer's Code of Ethics.
5. Location of Work; Payment for Various Expenses. The parties contemplate
that Employee's primary duty location will be in Colorado Springs, Colorado and,
initially - as long as there is only one operation in North America - also in
Cripple Creek, Colorado. Employee shall have an office at Employer's Colorado
Springs' offices. Should the location of Employer's North American headquarters
change to a location within the State of Colorado, then Employee's primary duty
location would change to that location. Nevertheless, Employee recognizes and
agrees that his duties will require him to travel, including, most likely,
international travel, for meetings and to assist the entities operated by
Century Casinos Inc., primarily in North America, but also worldwide.
(a) Employer shall pay for Employee's expenses of moving to Colorado up to
a maximum of US-$ 27,500. Employee shall gather three estimates for these
expenses, and Employer shall pay the lowest of the three. Employer shall also
pay Employee $1,500 to defray the cost of visits to Colorado by Employee's
family for purposes of house-hunting. Employer shall also buy from Innovation
Group, Employee's laptop and printer, which shall be Employer's personal
property. Employer shall not be responsible for any other payments to Employee
except as specifically provided in this Agreement or in a separate, written
addendum to this Agreement, signed by Employee and Employer's Executive
Committee.
(b) Employer shall loan Employee $13,000 for Employee to use to defray
expenses due to the early payment of the loan on Employee's home in Las Vegas,
Nevada. Employer shall also loan Employee the amount of $ 10,000 (US-dollars
tenthousand) to pay for Employee's temporary housing in Denver, Colorado.
Employee shall repay both these amounts, without interest, from his first, and
subsequent, bonus payments until the full amount has been repaid. Employee
hereby authorizes such deductions to be made from his bonuses.
6. Compensation.
(a) Salary. Employer will pay to Employee a yearly salary ("Base Salary")
of One Hundred Fifty Thousand Dollars ($150,000.00), payable on the payroll
dates established by
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Employer from time to time. Once Employer's proposed Edmonton property becomes
operational, Employee's salary shall be increased by the amount of $7,500 per
year. Also, when Employer's proposed Central City property becomes operational,
Employee's annual salary shall be increased by $7,500 per year.
(b) Bonus. Employee shall be eligible to receive a bonus, based upon
satisfactorily reaching various budget and financial criteria that are
established for each calendar year in question and are designated as pertaining
to the bonus calculation. Employee shall only be eligible for such a bonus if he
is employed on the last day of the calendar year to which the bonus applies. For
2004, any bonus shall be based on criteria related to Xxxxxxx Casino only. For
2005, any bonus shall be based on the performance of Xxxxxxx and on the on-time
and on-budget delivery of the proposed properties in Edmonton and Central City.
Should the on-time and on-budget delivery of the proposed properties be
influenced in any direction by situations beyond Employee's control, then
Employee's bonus shall be adjusted accordingly. The on-time and on-budget
bonuses for the proposed properties in Edmonton and Central City shall be
spelled out in the bonus agreements for 2005 resp. 2006, as the case may be. For
subsequent years, Employee's bonus shall be based on such criteria as the
Employer establishes. The 2004 bonus calculations shall be in accordance with
the annex enclosed at Exhibit A.
(c) Vacations/Sick Days. Employee will be entitled to paid vacations of
three weeks per calendar year, in accordance with the procedures established by
Employer. Any specific vacation of more than one week's duration is subject to
the advance approval of Employer. Employee is entitled to four paid sick days
per calendar year. Employee may accrue unused sick time from year to year up to
a limit of eight days total sick days. No payments shall be made for accumulated
sick days.
(d) Additional Benefits. Currently, Employee will be entitled to the
following benefits: 401(k) and medical/hospitalization insurance in accordance
with Employer's normal policies, and the holidays observed by Employer pursuant
to its normal policies by which employees are granted a day off with pay. In
addition, Employee will be entitled to additional benefits in accordance with
Employer's policies, as they may be established and modified by Employer from
time to time, for persons holding similar positions with Employer, as determined
by Employer in its sole discretion.
(e) Reimbursement of Business Expenses. Employer will reimburse all
reasonable expenses incurred by Employee on behalf of Employer in connection
with Employee's performance of duties under this Agreement, in accordance with
the Employer's Travel Policy, and subject in each case to compliance by Employee
with any reasonable requirements imposed by Employer concerning submission of
invoices, prior approval, tax deductibility of expenses, and similar matters.
(f) Stock Options. Employee will be eligible to participate in any stock
option plan and bonus plan or policy for persons holding similar positions with
Employer that may be established by Employer. The number of options granted to
Employee, if any, and the terms of such options are solely within the discretion
of Employer's Board of Directors and/or Employer's Executive Committee,
Incentive Plan Committee and/or Compensation Committee,
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as the legal requirements may be, except that within thirty (30) days after a
new Equity Incentive Plan has been approved by Employer's shareholders, Employee
shall be granted 25,000 options, and, in deviation from past policy, 10% of this
number shall vest at the time of such grant, with 20% of this number vesting one
year later, 30% one year after that and 40% in the year subsequent to that,
subject to the approval of the relevant Committees of Employer's Board of
Directors. In case that there should not be a new Employee Equity Incentive Plan
in 2005, then Employee shall be entitled to receive a cash payment calculated as
the in-the-money-value that those 25,000 options, when vested, would have had if
they had been granted. Further, Employee shall receive another 25,000 options on
the date of the first contract extension, provided that the contract will have
been extended by both parties. The strike price and vesting of these options
will be in accordance with the Equity Incentive Plan and subject to the
Incentive Plan Committee's decisions in this regard.
7. Termination, Severance Pay and Restrictions Against Competition and
Solicitation.
(a) Voluntary Termination by Employee.
(i) Employee agrees to give Employer at least sixty (60) days'
notice prior to any voluntary termination of employment by
Employee.
(ii) If Employee terminates employment voluntarily,
(A) Employee will receive all earned Base Salary only
through the last day of Employee's employment with
Employer (as well as reimbursement of expenses incurred
through the last day of Employee's employment);
(B) The Noncompetition and Nonsolicitation Periods under
Section 8 will end on the first anniversary of the last
day of Employee's employment with Employer.
(iii)Employee and Employer acknowledge that Employee's knowledge
of the particular operations of Employer will be difficult
to replace and that the giving of 60 days' notice by
Employee is necessary to enable Employer to obtain
transition assistance.
(b) Termination by Employer Without Cause.
(i) Employer may terminate Employee's employment at any time,
without Cause (as defined below).
(ii) If Employer terminates Employee's employment without Cause:
(A) Employee will receive all earned Base Salary through
the last day of Employee's employment term including
all
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mutually agreed extensions pursuant to Section 2 with
Employer (as well as reimbursement of expenses incurred
through the last day of Employee's employment);
(B) Employee's medical/hospitalization insurance will be
continued for the remaining term of the Agreement,
including all mutually agreed extensions pursuant to
Section 2.
(C) The Noncompetition and Nonsolicitation Period under
Section 8 will end six months after the last day of
Employee's employment with Employer. However, Employee
can be released from his obligations under this
subsection on mutual agreement of Employee and
Employer.
(D) Employer will continue Employee's normal pay for the
remaining term of the Agreement, including all mutually
agreed extensions pursuant to Section 2.
(E) Employee will also receive a payment equal to 50% of
the bonus received by Employee for the year preceding
his termination under this section.
(F) If Employee should be working somewhere else, then
Employer does not have to pay Employee any longer.
Irrespective of other clauses in this Agreement, the
Non-Compete will be in effect as long as Employer pays
Employee. Employer and Employee can mutually agree that
Employee can look for other employment within the
defined area.
(G) If Employee should be permitted to look for and
subsequently find other employment, then Employer has
the option to either continue to pay Employee or
release Employee to this other employer with no further
pay from Employer to Employee from the day Employee
commences to work for this other employer.
(c) Termination by Employer for Cause.
(i) Employer may terminate Employee's employment with Employer
at any time, for Cause, upon notice to Employee. "Cause"
means: (A) any fraud, theft or intentional misappropriation
perpetrated by Employee against Employer; (B) conviction of
Employee of a felony; (C) a material and willful breach of
this Agreement by Employee, if Employee does not correct
such breach within a reasonable period after Employer gives
written notice to Employee (with such notice to specify in
reasonable detail the action or
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inaction that constitutes such breach); (D) willful or gross
misconduct by Employee in the performance of duties under
this Agreement; (E) failure by Employee to maintain in good
standing any license that Employee must hold based on the
requirements of any regulatory body; (F) the chronic,
repeated, or persistent failure of Employee in any material
respect to perform Employee's obligations as an Employee of
Employer (other than by reason of a disability as determined
under common law or any pertinent statutory provision,
including without limitation the Americans With Disabilities
Act), if Employee does not correct such failure within a
reasonable period after Employer gives written notice to
Employee (with such notice to specify in reasonable detail
the action or inaction that constitutes such failure).
Employer and Employee agree that the provisions of (F) are
not intended to provide grounds for a termination for Cause
merely because of an isolated failure on the part of
Employee to satisfy performance goals set by Employer.
(ii) If Employee is terminated for Cause,
(A) Employee will receive Base Salary only through the last
day of Employee's employment with Employer (as well as
reimbursement of expenses incurred through the last day
of Employee's employment);
(B) The Noncompetition and Nonsolicitation Periods under
Section 8 will end on the first anniversary of the last
day of Employee's employment with Employer.
8. Noncompetition, Nonsolicitation, Disparagement.
(a) Covenant not to Compete. During the period that Employee is employed by
Employer and thereafter for the pertinent Noncompetition Period, Employee (i)
will not directly or indirectly own, control, operate, manage, consult for, own
shares in, be employed by, or otherwise participate in any sole proprietorship,
corporation, partnership, or other entity whose primary business is the Business
(as defined below), within 100 miles of any location in which Employer operates,
or has any interest in, any casino or other entity in which legal gambling is
permitted or undertaken and (ii) will not solicit any actual or potential
customers of Employer, any consultants to any such actual or potential
customers, or any suppliers of Employer. The "Business" means any of the
following: the operation or management of any casino or other entity in which
legal gambling of any form is permitted or undertaken. (The restrictions in
8(a)(i) above, shall also include any location in which the Employer has
proposed to do Business, or has made plans to make such a proposal.)
Notwithstanding the foregoing restriction, Employee may own beneficially, or of
record, less than two percent of the outstanding shares or other equity
interests of any entity in the Business whose stock is traded publicly on NASDAQ
or another nationally recognized stock exchange. The parties specifically
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agree that the Noncompetition Periods specified in paragraph 7 and the
geographical scope discussed above are reasonably necessary to protect
Employer's interests, including Employer's trade secrets.
(b) Nonsolicitation. During the period that Employee is employed by
Employer and thereafter for the pertinent Nonsolicitation Period, Employee will
not solicit or attempt to solicit for employment, for any other employer, any
person while such person is an employee or consultant of Employer or of any
subsidiary or parent company of Employer, and Employee will not solicit for
employment or employ any such person within six months after such person ceases
to be an employee or consultant of Employer.
(c) Disparagement. During the Nonsolicitation Period, Employee will not
disparage, criticize, or demean Employer, its reputation, employees, directors,
Officers, services, products, manner of conducting business, customers, or
suppliers, or any other aspect of Employer, by any communication whatsoever.
Likewise, during this Period, the Employer will respond to requests for
information concerning Employee's employment with a neutral response reflecting
Employee's dates of employment, positions held and ending pay rate.
9. Confidential Information, Trade Secrets and Intellectual Property.
(a) Confidential Information. Employee acknowledges that information,
observations, and data (including but not limited to customer/client lists)
obtained by Employee, both prior to the Effective Date and after the Effective
Date, concerning the business or affairs of Employer, constitute confidential
information, are trade secrets, are the property of Employer, and are essential
and confidential components of Employer's business. Employee will not at any
time, either during or after employment with Employer, directly or indirectly
disclose to any person or use any of such information, observations or data,
except as required by Employee's duties in the course of Employee's employment
with Employer, and except to the extent that:
(i) the information was within the public domain at the time it was
provided to Employee;
(ii) the information was published or otherwise became part of the public
domain after it was provided to Employee through no fault of Employee;
(iii)the information already was in Employee's possession at the time
Employer disclosed it to Employee, was not acquired by Employee
directly or indirectly from anyone with a duty of confidentiality to
Employer, and was not acquired by Employee under circumstances in
which Employee already was an employee of or a consultant to Employer,
or had a duty of confidentiality to Employer; or
(iv) the information is required to be disclosed (A) by any federal or
state law rule or regulation, (B) by any applicable judgment, order,
or decree of any court, governmental agency or arbitrator having or
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purporting to have jurisdiction in the matter, or (C) pursuant to any
subpoena or other discovery request in any litigation, arbitration or
other proceeding, but if Employee proposes to disclose the information
in accordance with (A), (B), or (C), Employee will first give Employer
reasonable prior notice of the proposed disclosure of any such
information so as to provide Employer an opportunity to consult with
Employee as to the applicability of such law, rule, or regulation or
to appear before any court, governmental agency, or arbitrator in
order to contest the disclosure, as the case may be, and prior to any
such disclosure will redact confidential information to the maximum
extent permissible.
(b) Return of Documents, Etc. Immediately upon termination of Employee's
employment with Employer or at any time upon notice to Employee from Employer,
Employee will deliver to Employer all memoranda, notes, plans, records, reports,
and other documents and information provided to Employee by Employer or created
by Employee in connection with Employee's employment, including, but not limited
to information stored in electronic format on PCs, laptops, external hard disks,
CDs, etc. and all copies of all such documents in any tangible form which
Employee may then possess or have under Employee's control, and will destroy all
of such information in intangible form which is in Employee's possession or
under Employee's control.
10. Survival of Obligations Upon Employee's Termination. The obligations of
Employee in Sections 8 and 9 will survive the termination of Employee's
employment with Employer. The obligations of Employee in Section 9 will survive
the termination of Employee's employment with Employer without limitation,
whether initiated by Employee or by Employer, and will continue until Employer
consents in writing to the release of Employee's obligations under Section 9
this Agreement.
11. Remedy for Breach. Both Employee and Employer expressly acknowledge
that the subject matter of this Agreement is unique, and that any breach of
Employee's obligations under Sections 8 and 9 is likely to result in irreparable
injury to Employer, and the parties therefore expressly agree that Employer will
be entitled to obtain specific performance of this Agreement through injunctive
relief and such ancillary remedies of an equitable nature as a court may deem
appropriate. Such equitable relief will be in addition to, and the availability
of such equitable relief will not preclude, any legal remedies or other
remedies, which might be available to such party. If Employee breaches any
provisions in Sections 8 or 9, Employer is entitled to apply for equitable
relief in the Colorado District Court, Fourth Judicial District, prior to
initiation of mediation. Employer's application for temporary injunctive relief
will not limit Employer from pursuing any other available remedies for such
breach. Employee specifically agrees with the designation of this court and
waives any objection or defense based on forum non-conveniens, improper venue or
lack of personal jurisdiction.
12. Severability. Each provision of this Agreement is intended to be
severable, and if any portion of this Agreement is held invalid, illegal,
unenforceable or void for any reason, the
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remainder of this Agreement will nonetheless remain in full force and effect.
Any portion held to be invalid, unenforceable, or void will, if possible, be
deemed amended or reduced in scope, but such amendment or reduction in scope
will be made only to the minimum extent required for causing such portion to be
valid and enforceable.
13. General Acknowledgments. Employee and Employer expressly agree that the
restrictions on Employee's activities imposed under Section 8 are reasonable in
their temporal and geographic scope and with respect to the nature of the
activities so restricted and that the restrictions on Employee's activities
imposed under Section 9 are reasonable and necessary to protect the trade
secrets and other Confidential Information of Employer. The parties expressly
agree that (i) Employee is benefitted by these restrictions, insofar as other
persons in similar managerial positions with Employer have entered or will enter
into similar agreements with Employer, (ii) these restrictions are reasonable
and necessary to protect Employer and its subsidiaries from loss of property
rights and from competing efforts, and (iii) because of these restrictions
Employer is willing to share its trade secrets and confidential information with
Employee to enable Employee to perform his or her duties. The parties further
expressly agree that, if any court of competent jurisdiction determines that any
provision of Section 8 or Section 9 is unreasonable, the court will not declare
the provision invalid, but rather will reform and modify the provision, and
enforce the provision as reformed and modified, to the maximum extent permitted
by law. The existence of any claim or cause of action of Employee against
Employer, whether predicated on this Agreement or otherwise, will not constitute
a defense to the enforcement by Employer of the provisions of Section 8 or
Section 9.
14. Non-Waiver. The failure to enforce any right arising under this
Agreement or any similar agreement on one or more occasions will not be deemed
or construed to be a waiver of that right under this Agreement or any other
agreement on any other occasion, or of any other right on that occasion or any
other occasion.
15. Employee Warranties. Employee warrants to Employer that, as of the
Effective Date, (a) Employee is not employed and is not a party to another
employment contract, express or implied; (b) Employee has no other obligation,
contractual or otherwise, which would prevent Employee from entering into this
Agreement and from complying with its provisions; (c) Employee does not possess,
and will not utilize during Employee's employment with Employer, any
confidential information obtained by Employee through or in connection with any
prior employment, relating to any prior employer's business, products, services,
techniques, methods, systems, plans, policies, prices, customers, prospective
customers, or employees; and (d) Employee has given Employer timely written
notice of any of Employee's prior employment agreements or patent rights that
might conflict with any interest of Employer and has provided Employer with a
copy of such agreements or patent rights, including any applications for such
rights.
16. Dispute Resolution. Subject to Employer's right to seek equitable
relief under Section 11, which is not affected by this Section, Employer and
Employee agree to submit to final, binding arbitration, any and all claims,
disputes or controversies between Employee and Employer, any business affiliated
with Employer, or any of the respective directors, managers, employees or agents
of such businesses, including, but not limited to, claims, disputes or
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controversies arising out of or related to this Agreement or the breach thereof.
The parties agree that such arbitration is pursuant to the Federal Arbitration
Act. The arbitration shall be governed by the then-existing rules of the
American Arbitration Association for Commercial Arbitration and will be held in
Colorado Springs, Colorado. The arbitrator will be selected pursuant to the
mutual agreement of the parties, and, if the parties are unable to agree, the
arbitrator will be designated by the Chief Judge of the Fourth Judicial District
Court, State of Colorado. The award rendered by the arbitrator shall be
enforced, if necessary, in the United States District Court for the District of
Colorado. The arbitrator shall apply the substantive law of the State of
Colorado and may award any relief recognized by Colorado law, which could be
awarded by a District Court of the State of Colorado, including injunctive
relief and attorney's fees. The arbitrator shall award reasonable attorney's
fees and costs to the prevailing party.
17. Integration Clause and Modification. This Agreement is the complete and
exclusive statement of the agreement between the parties and supersedes all
proposals, prior agreements, and all other communications between the parties,
oral or in writing, relating to the subject matter of this Agreement. This
Agreement may be amended or superseded only by an agreement in writing, signed
by Employee and the CEO of Employer.
18. Notices. All notices, requests, demands, claims, and other
communications under this Agreement must be in writing. Any notice, request,
demand, claim, or other communication under this Agreement will be deemed duly
given only if it is sent by registered or certified mail, return receipt
requested, postage prepaid, or by courier, by facsimile, or email message, and
must be addressed to the intended recipient as follows:
If to Employer, to: ______________________________________
______________________________________
______________________________________
If to Employee: to Employee's residence, as shown on Employer's records.
Notices will be deemed given and received three days after mailing if sent by
certified mail, when delivered if sent by courier, and one business day after
receipt of confirmation by person or machine if sent by telecopy, facsimile, or
email transmission. Either party may change the address to which notices,
requests, demands, claims and other communications under this Agreement are to
be delivered by giving the other party notice in the manner set forth above.
Any notice sent by email to Employer will be to the following
address:___________________.
Any notice sent by email to Employee will be to the following
address: ___________________.
19. Governing Law and Forum. This Agreement will be governed by and
construed according to the internal laws of the State of Colorado, without
regard to conflict of law principles, except Section 16, which will be governed
and construed according to the Federal Arbitration Act, except as otherwise
provided in Section 16. The parties further agree that any disputes arising
under this Agreement and any action brought to enforce this Agreement must be
brought exclusively in the Colorado District Court, Fourth Judicial District,
and the parties consent to personal jurisdiction of such court and waive any
objection or defense of forum non-conveniens, improper venue or lack of personal
jurisdiction.
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20. Acknowledgment by Employee. Employee has been afforded the opportunity
to read, reflect upon and consider the terms of this Agreement, has been
afforded the opportunity to discuss this Agreement with Employee's attorney or
other advisor or counselor, has read this entire Agreement, fully understands
its terms, has voluntarily executed this Agreement, and has retained one copy of
this executed Agreement for Employee's records. Furthermore, Employee
acknowledges and agrees that should Employee obtain employment after the
termination of this Agreement, Employer may communicate with a subsequent
employer and show a copy of this Agreement to a subsequent employer, for the
purpose of informing a subsequent employer about Employer's rights and
Employee's obligations under this Agreement.
ACCEPTED AND AGREED: ACCEPTED AND AGREED:
/s/ Xxxxx Haitzmann, Employer /s/ Xxxxxxx X. Xxxxx, Employee
------------------------------------ ------------------------------
Xxxxx Haitzmann Xxxxxxx X. Xxxxx
Title: Chief Executive Officer
/s/ Xxxxx Xxxxxxxxxx, Employer
------------------------------------
Xxxxx Xxxxxxxxxx
Title: President
Date: ________________________________ Date: __________________________________
EXHIBIT A
Annex Concerning 2004 Bonus
Employee's 2004 bonus shall be included as follows:
1. If the budget for Xxxxxxx Casino is reached, that is Earnings Before
Interest, Tax Depreciation and Amortization ("EBITDA") of $9,460,000, Employee
shall receive a bonus equal to 40% of his salary received for 2004.
2. If Xxxxxxx' EBITDA is between $9,460,000 and $10,000,000, Employee will
receive an additional bonus equal to three percent of the EBITDA above
$9,460,000.
3. If Xxxxxxx' EBITDA is between $10,000,000 and $10,500,000, then Employee
will receive, in addition to the amounts in 1 and 2 above, an additional amount
equal to 4.5% of the EBITDA above $10,000,000.
4. If Xxxxxxx' EBITDA is higher than $10,500,000, then the Employee, in
addition to the amounts in 1, 2 and 3 above, will receive an additional 7.5% of
the EBITDA above $10,500,000.
5. If certain non-quantative goals have been met (personal commitment
component of bonus), then the Employee will receive an additional 10% of his
salary earned during 2004. The personal commitment goals shall be established by
the Employee and Employer.
