EMPLOYMENT AGREEMENT AND INCENTIVE
COMPENSATION PLAN
This Employment Agreement and Incentive Compensation Plan ("Agreement") is
made as of the 1st day of September, 1995, between Details, Inc., a California
corporation ("Details"), and XXX X. XXXX, XX. ("Employee") with respect to the
following recitals of facts:
R E C I T A L S
A. Details is an electronics component manufacturer engaged in the
business of quick turn-around production of high quality multilayer printed
circuit boards for production prototype applications and for urgently needed
assembly operations in the electronics industry.
B. Employee is presently an employee of Details who has been appointed
to the position of Vice President - Marketing and Sales.
C. Details and Employee entered into an Employee Incentive Compensation
Plan on December 12, 1994, with respect to the calendar year 1995 providing for
a Base Salary and Additional Compensation to be paid to Employee quarterly
during such year, provided that employment has not therefor been terminated
("1995 Plan").
D. Details and Employee desire by this Agreement to provide for the
terms of employment, an exclusive employment obligation, and a plan of
compensation for employee for the three year period following the expiration of
the 1995 Plan, and to amend the 1995 Plan as hereafter set forth.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual
covenants and conditions hereinafter set forth, the parties agree as follows:
1. EMPLOYMENT OF EMPLOYEE. On and subject to the terms and conditions
hereinafter set forth, Details hereby offers to Employee and Employee hereby
accepts employment with Details, Inc., as Vice President - Marketing and Sales.
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2. TERM. This Agreement shall cover the term commencing on September
1, 1995 and ending on December 31, 1998.
3. COMPENSATION. The compensation payable to Employee under this
Agreement during the term hereof shall be as follows:
A. Compensation for Period from September 1, 1995 through
December 31, 1995. During the remainder of the term of the 1995 Plan, Employee
shall continue to receive the Base Salary and Additional Compensation as therein
provided.
B. Compensation for Period from January 1, 1996 through December
31, 1998.
(i) The Base Salary for each Year shall be as follows:
Year Base Salary
---- -----------
1996 $250,000
1997 $300,000
1998 $350,000
(ii) Additional Compensation for each calendar month while an
employee of Details commencing with the month of January, 1996, if the Gross
Profit of Details from such month shall exceed the applicable Minimum Gross
Profit set forth below. "Gross Profit" in any month shall constitute the amount
identified as such on Detail's regularly prepared Statement of Income for such
month on a basis consistent with that in effect on the date hereof, except that
the Gross Profit so reflected shall be subject to the adjustments in subsection
D below in determining Additional Compensation.
Minimum
Year Gross Profit
---- ------------
1996 $1,000,000
1997 $1,250,000
1998 $1,500,000
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(iii) Subject to the maximums set forth in clause (iv)
below, Additional Compensation shall be determined by applying the following
percentages to the excess, in any month, of Gross Profit over Minimum Gross
Profit:
AMOUNT OF EXCESS PERCENTAGE
up to $100,000 1/2%
Over $100,000 to $200,000 1 %
Over $200,000 1 1/2%
For example, if the Gross Profit in the month of February, 1997 was
$2,000,000, the Additional Compensation for such month would be $9,750
(determined by deducting from the Gross Profit of $2,000,000, the Minimum Gross
Profit of $1,250,000 applicable to such month, and applying the above
percentages to such $750,000 excess, i.e., 1/2% to the first $100,000, 1% to the
second $100,000 and 1 1/2% to the remaining $550,000.
(iv) The maximum Additional Compensation for years commencing
in 1996 shall be as follows:
Maximum Additional
Year Compensation
---- ------------------
1996 $300,000
1997 $375,000
1998 $500,000
C. Employee shall be paid Additional Compensation on a quarterly
basis, and subject to the usual deductions, within 30 days following the end of
each calendar quarter.
D. For purposes of determining the Additional Compensation in
each month, the Gross Profit actually achieved in such month shall be adjusted
as follows:
(i) In each Month in which the Minimum Gross Profit is
not achieved ("Deficient Month"), the deficiency shall be offset against the
amount by which the Gross Profit actually achieved in each subsequent month
exceeds the applicable Minimum Gross Profit for such subsequent month, until the
deficiency arising from the Deficient Month is fully offset.
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(ii) In each Month in which, in connection with enforcement
of any fire or building and safety law, environmental or toxics control law,
wage and hour law or other employee compensation or benefit law, occupational
safety or health law, or other law regulating production or other operations,
Detail shall be assessed a fine, penalty or other charge by any governmental
agency, or is ordered to pay additional compensation to any employee, or is
ordered to pay any amount to a third party, or shall expend fees or costs for
legal or other services to defend against any such action or proceeding by any
governmental agency, the aggregate amount of such expenses shall reduce the
Gross Profit actually achieved for such Month, and in the event that such
adjustment creates or adds to a Deficient Month, the provisions of the preceding
clause (i) above relating to offsets in subsequent Months shall also be
applicable. In the event that the Board of Directors had been apprised by any
officer of the need to appropriate funds in order to prevent the imposition of
such fine, penalty or other charge, or additional compensation, or amount
ordered to be paid to a third party, in a writing delivered to the Board members
in sufficient time to hold a board meeting, appropriate funds and effect
compliance with such law, and the Board shall fail to do so, then the adjustment
to Gross Profit in this clause (ii) shall not apply in such circumstance.
E. In addition to the foregoing, the Board of Directors, may, in
its sole and exclusive discretion, grant an additional bonus to Employee.
4. GENERAL OBLIGATIONS OF EMPLOYEE. During the term hereof, employee
shall:
A. Devote his full employment energies, interest, abilities, time
and attention to the performance of his obligations hereunder, and shall not,
without the written consent of the Chairman and/or Chief Executive Officer of
Details, render any service of any kind to a third party for compensation.
B. Not engage in any activity which materially conflicts with or
interferes with the performance of his duties hereunder, whether or not for
compensation.
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C. Provide his exclusive employment and career loyalty to Details,
with a view toward maintaining the highest quality standards, improving
profitability through cost controls, increasing revenues consistent with holding
margins, seeking to assure compliance with applicable laws, sustaining employee
morale, and seeking to assure that equipment is maintained in its best operating
condition.
5. SPECIFIC DUTIES OF EMPLOYEE. Subject at all times to the direction of
the Board of Directors and the approval of the Chairman and/or Chief Executive
Officer, employee shall:
A. Implement and oversee marketing functions and sales activities,
including, without limitation, establishment of new and maintenance of existing
customer relationships, coordination of recruiting, training and continuing
education of sales representatives and regional directors, coordination with
operations managers to assure customer requirements are satisfied.
B. In the absence or incapacity of the President, carry out necessary
functions during such absence or incapacity, subject to established policies and
procedures, and if available, direction of the President.
C. Coordinate accurate and complete reporting of all information
regarding marketing and sales functions of Details with the President, including
without limitation, all information reasonably necessary for planning relating
to projected requirements of customers, based on personal customer interface and
reporting from marketing and sales subordinates.
D. Maintain controls over sales quotations to strive for continuous
fiscal integrity and profitability.
E. Maintain continuous compliance with applicable laws and
regulations relating to assigned requirements.
F. Implement policies to continuously discover and correct
deficiencies as required from time to time to strive for full compliance with
law, first quality effort and results by subordinate personnel and
representatives, and proper internal reporting and communications.
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G. Represent and continuously promote the interests of Details with
all major customers, potential customers, subordinate personnel, and sales and
marketing representatives.
H. Implement policies regarding proper morale of personnel, adequacy
of staffing, proper budgeting for current marketing and sales activities.
I. Coordinate with subordinate executives, managers and supervisors
to assure smooth implementation of corporate plans and objectives.
J. Perform such other reasonable tasks and functions as directed by
the Chairman and/or Chief Executive Officers of Details.
6. CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT.
A. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Employee now possesses
and will obtain "Confidential Information," which is all information disclosed
or obtained in connection with employment with Details, (i) which has been
created, discovered, developed or otherwise become known to Details, its
customers, or suppliers, and/or in which proprietary rights have been assigned
or otherwise provided to Details, and (ii) which has commercial value in the
businesses in which Details and its customers and suppliers are engaged.
Employee agrees that all Confidential Information is a valuable property and
asset of Details, and Details shall be the sole owner of all patents,
trademarks, copyrights, trade secrets, and other proprietary rights arising
therefrom. Employee shall at all times, during and after employment maintain the
confidentiality of Confidential Information, and not use or disclose same other
than (a) for a purpose connected with Employee's obligations to Details under
this agreement, or (b) with the written consent of the Chairman and Chief
Executive Officer of Details.
(i) The following are examples of Confidential Information, but
not an exclusive listing: information relating to trade secrets, processes,
customer lists, structures, formulas, data, know-how, techniques, marketing
plans, manufacturing methods, strategies, forecasts, products, equipment
utilization, software and financial data.
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(ii) Notwithstanding the foregoing, Confidential Information does not
include information (a) generally available to the public, (b) contained in an
issued patent, or (c) generally known to persons in the printed circuit board
business.
B. INVENTION AND PROPRIETARY RIGHTS ASSIGNMENT. Employee hereby
irrevocably grants and assigns to Details for its sole use and benefit all
Proprietary Rights, being trade or service marks, designs, logos, inventions,
trade secrets, improvements, technical information and suggestions regarding
Details business and operations, which Employee may have heretofor developed or
acquired during his employment with Details, or which may hereafter be
developed or acquired during the term hereof, together with all applications,
trademark, patents, copyrights (including future copyrights pursuant to Section
37 of the Copyright Act of 1986 and any amendment or successor provision
thereto) related thereto and to any improvements thereon. To carry out these
obligations, Employee shall during the term hereof and at any time thereafter:
(i) Assure that Details has received prompt and full disclosures of
all such Proprietary Rights.
(ii) Execute and deliver on demand such applications, assignments,
descriptions and other instruments (prepared at Details' expense) relating to
Proprietary Rights as Details shall reasonably request to enable proper
documentation and registrations of its right hereunder.
(iii) Assist Details, at Details expense, in connection with
preparing and prosecuting applications relating to Proprietary Rights, and in
connection with otherwise securing and/or defending its Proprietary Rights,
including by way of litigation.
7. EXCLUSIVE EMPLOYMENT WITH DETAILS. During the term, Employee
shall not be employed by, or seek any employment with (except after September
30, 1998, if anticipating leaving Details on expiration of this agreement), any
person (including without limitation, any individual, corporation, business
association, partnership or other entity) other than Details.
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A. EMPLOYEE ACKNOWLEDGMENTS. Employee hereby expressly acknowledges
and agrees that he has received training and experience at Details which has
enabled him to become a special uniquely talented marketing and sales executive
in the printed circuit board business, possessing special capabilities and
knowledge relating to specific customer requirements in coordination with
Details' high speed turn around, high margin, superior quality product and high
volume output operation. Employee further acknowledges, (i) the quick turn-
around printed circuit board production business is a small fraction of the
electronic component business, and even of the overall printed circuit board
production portion thereof, (ii) that a material portion of the consideration
being committed to by Details hereunder for the term hereof relates to the value
of Employee's exclusive employment with Details and nonemployment with others,
and (iii) the loss of such talents to another printed circuit board manufacturer
will cause damages to Details in amounts which are difficult of ascertainment,
and will cause irreparable injury to Details.
B. NONCOMPETITION. Employee hereby covenants that in the event
Employee shall refuse to work for Details or shall be discharged for cause as
hereafter defined, Employee shall not directly or indirectly: (i) discuss, seek
or obtain employment or consulting arrangements with any other electronic
component manufacturer who is engaged or intends to engage in product
manufacture of the type engaged in by Details (collectively: "competitive
business") at any time prior to December 31, 1998, (ii) indirectly engage in any
competitive business as a partner, stockholder, officer or director thereof,
(iii) interfere with, disrupt or attempt to disrupt the relationship,
contractual or otherwise, between Details and any other person, including
without limitation, any customer, supplier or employee of Details, or (iv)
induce any employee of Details to terminate employment or to engage in any
competitive business. For this purpose, the term employment shall include any
consultation with, or the provision of advice or other services, to another
electronic component manufacturer, directly or indirectly, whether or not for
compensation, which advice or services may be used for purposes competitive
with the business of Details.
C. REMEDIES - SPECIFIC PERFORMANCE. In addition to all remedies
which may be available at law to Details arising from any breach of this
section, Employee
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special, unique, extraordinary and intellectual character, giving them a
peculiar value, the loss of which cannot be adequately or reasonably compensated
in damages in any action at law, and that a breach by Employee of any of the
terms hereof will cause Details to suffer irreparable injury and damage.
Employee hereby expressly agrees that Details shall be entitled to the remedies
of injunction, specific performance and other equitable relief in connection
with a breach or potential breach of this agreement by Employee.
8. DISCHARGE FOR CAUSE. Employee may be discharged only for any of the
following causes, which shall be effective upon written notice thereof to
employee. Upon any such discharge, (i) Employee's entitlement to benefits
(subject only to legal requirements of general application for continuation of
benefits, such as COBRA) and other compensation under this agreement shall
cease, and (ii) Employee shall return all property of Details within 24 hours
following such termination, including without limitation all Confidential
Information and Proprietary Rights.
A. BREACH. Any failure or refusal to comply in good faith with the
obligations of employee under this agreement. In the event such breach is, in
the sole determination of the Board of Directors, of a type which is not
irreparable and which has not diminished the reputation of Details or the morale
of its employees, Employee shall be given written notice of the nature of such
breach and the requirements for cure thereof, and Employee shall immediately
cure same, or if it cannot immediately be cured, shall immediately commence and
diligently pursue to completion such cure, which may require reimbursement of
losses arising from such breach to Details. Should such cure not be so effected,
or should such breach recur thereafter, Employee shall be discharged.
B. INCAPACITY. The inability to perform the obligations of employee
under this agreement due to death, injury, disease, mental illness or other
disability, which shall continue for a period of 90 days, or which, in the
aggregate shall involve 120 days in the preceding twelve month period.
C. DISHONESTY. (i) As determined by the Board in good faith based
upon substantial evidence, any of the following whether or not actual criminal
prosecution or
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following whether or not actual criminal prosecution or conviction arises
therefrom: (a) perpetration of, or attempt to perpetrate, any fraud,
embezzlement or theft with respect to Details, or any of its shareholders,
directors, personnel, vendors or customers, or (b) perpetration of any conduct
involving moral turpitude, or (ii) conviction of any misdemeanor where
imprisonment results, or (iii) conviction of any felony, or of any misdemeanor
originally charged as a felony, whether or not imprisonment results.
D. DISCRIMINATORY/SEXUAL MISCONDUCT. As involves personnel, vendors,
and customers of Details, any conduct involving (i) unlawful discrimination
based on age, gender, race, national origin, or religion; and/or (ii) unlawful
sexual harassment.
9. VACATIONS AND BENEFITS. Employee shall be entitled to benefits generally
available to Details full time personnel, such as participation in health care
plans and similar benefit plans, including vacation and sick pay entitlements
for salaried employees, vehicle use or allowances, and reimbursement of
reasonable expenses incurred in the discharge of Employee's obligations
hereunder.
10. INUREMENT. This agreement shall be binding upon and inure to the
benefit of the parties, and their successors, assigns and personal
representatives.
11. ASSIGNMENT. Employee may not assign this agreement or any interest
therein. Details may assign this agreement to any entity which shall assume all
of the obligations of Details hereunder, provided that either (i) Details shall
own a majority of the voting securities of such entity, or (ii) such entity has
purchased a majority of the assets of Details.
12. NOTICES. Any notices required or permitted under this agreement shall
be in writing and shall be deemed delivered to (i) Employee when (a) personally
handed to Employee, whether at Details or elsewhere, or (b) two days following
depositing same in the United States Mail, postage prepaid, certified mail
return receipt requested, addressed to Employee at Employee's home address as
from time to time contained in the personnel records of Details, or (ii)
Details, when (a) personally handed to the Chairman and/or Chief Executive
Officer, or (b) two days following depositing same in the United States Mail,
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postage prepaid, certified mail return receipt requested, addressed to the
Chairman and/or Chief Executive Officer of Details, at the then applicable
address for the administrative offices of Details.
13. INTEGRATION. This agreement, together with the 1995 Plan, contain the
entire understanding of the parties relating to the subject matter hereof, and
shall supersede all other written and oral prior and contemporaneous promises
and agreements.
14. APPLICABLE LAW AND INTERPRETATION. This agreement is made in the
State of California, and California law shall govern its interpretation. The
provisions of this agreement were negotiated by the parties and/or their
representatives and shall be construed in accordance with their fair meaning and
intent, and not against either party generally as drafter.
15. ENFORCEMENT. Should legal action between the parties be necessary or
appropriate to enforce any of the provisions hereof, the prevailing party shall
be entitled to recover reasonable attorneys fees, whether or not such action
proceeds to a final judgment.
16. SEVERABILITY. If any of the provisions of this agreement, as applied
to a particular party or circumstance, shall be found by a court with proper
jurisdiction to be void or unenforceable, such finding shall not affect the
provision in any other application, or the validity or enforceability of other
provisions hereof.
17. AMENDMENTS. Any amendment to this agreement must be in writing and
signed by each of the parties to be valid, and any purported amendment not
meeting the requirements of this section shall be without force or effect.
IN WITNESS WHEREOF, this agreement is executed as of the day and year
first above written.
EMPLOYEE: DETAILS, INC.
/s/ Xxx X. Xxxx, Xx. by /s/ Xxxxx X. Xxxxxxx CEO
-------------------- ------------------------
XXX X. XXXX, XX. XXXXX X. XXXXXXX
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
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AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT AND INCENTIVE COMPENSATION PLAN
This Amendment No. 1 to the Employment Agreement and Incentive Compensation
Plan is made as of October 28, 1997, between Details, Inc., a California
corporation ("Details"), and Xxx X. Xxxx, Xx. ("Employee") with respect to the
following recitals of facts:
RECITALS
A. Employee is presently an employee of Details.
B. Details and Employee entered into an Employment Agreement and Incentive
Compensation Plan on September 1, 1997 (the "Agreement") which provided the
terms of employment and a plan of compensation for Employee. Capitalized terms
used herein shall have the meanings set forth in the Agreement, unless otherwise
provided herein.
C. On October 28, 1997, Details entered into an Amended and Restated
Recapitalization Agreement (the "Recapitalization Agreement") pursuant to which
it will exchange its capital stock for certain consideration on the closing date
(the "Closing Date"). Employee is a stockholder and optionholder of Details and
will derive substantial personal economic benefit from the consummation of the
transaction contemplated by the Recapitalization Agreement.
D. The Recapitalization Agreement contemplates that the parties hereto
execute this Agreement.
E. Details and Employee desire by this amendment to provide for the
continued employment and to extend the term of the employment of the Employee on
the terms contained in the Agreement as amended hereby.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual
covenants and conditions hereinafter set forth, the parties agree as follows:
1. CONTINUED EMPLOYMENT OF EMPLOYEE. On and subject to the terms and
conditions set forth in the Agreement as amended hereby (the "Amended
Agreement"), Details hereby offers to Employee and Employee hereby
accepts continued employment with Details as Vice President, Marketing
and Sales. In the event of a conflict between any provision of this
Amended Agreement and the Agreement, the provisions of the Amended
Agreement shall control.
2. TERM. This Amended Agreement shall cover the term commencing on the Closing
Date and ending three calendar years from the Closing Date (the "Expiration
Date").
3. COMPENSATION. The Base Salary for fiscal years 1997, 1998 and 1999 shall be
$300,000, $350,000 and $375,000, respectively. The Base Salary for each
year on or after January 1, 2000 covered by the Amended Agreement will be
established by Details at a level that is at least as high as the Base
Salary for 1999.
The Additional Compensation shall be calculated according to the table set
forth on Schedule 1 hereto and shall be based on the following EBITDA
targets ("Target EBITDA") (rather than Gross Profit or any other target or
measuring device or indicator).
Target
Fiscal Year EBITDA
----------- ------
(In Millions)
1997 $33,396
1998 $37,571
1999 $42,267
For purposes of this Agreement, EBITDA is defined in accordance with the
definition of Consolidated EBITDA in the Senior Credit Agreement dated
October 27, 1997.
After the preparation and finalization of the financial statements
reflecting the first six months of each fiscal year (the "Six Month
Financials"), details shall pay the Employee an advance on the Additional
Compensation, if any, payable to the Employee for such fiscal year (the
"Advance").
The Advance shall equal seventy-five percent (75%) of fifty percent (50%)
of the Target Additional Compensation (i.e., the Additional Compensation
that Details expects to pay Employee at fiscal year end based on Detail's
good faith estimate of Details' EBITDA for such fiscal year).
If the Additional Compensation for the fiscal year is less than the amount
of the Advance paid to the Employee in such fiscal year, then the amount of
Additional Compensation to which the Employee would otherwise be entitled
in subsequent periods shall first be applied to eliminate such shortfall.
4. NONCOMPETITION. The parties hereby reaffirm the section of the Agreement
entitled "Noncompetition" (the "Noncompetition Section"). The
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Employee further agrees that the restrictions contained in the
Noncompetition Section on his activities during and after his employment
are necessary to protect the goodwill, confidential information and other
legitimate interests of Details and its Affiliates.
Section 7(b) of the Agreement is hereby amended by deleting the reference
therein to "December 31, 1998" and substituting therefor a reference to
"the Expiration Date."
5. DISCHARGE FOR CAUSE. The parties hereto hereby reaffirm the section of the
Agreement entitled "Discharge for Cause." The parties hereto further agree
that the following causes shall constitute the only causes for which the
Employee may be discharged.
a. BREACH. Any failure or refusal to comply in good faith with the
obligations of the Employee under the Amended Agreement, which failure
shall, in the sole determination of the Board of Directors, constitute
gross neglect by the Employee or result from the willful misconduct of the
Employee.
b. DISHONESTY. As determined by the Board of Directors based upon
substantial evidence, any of the following whether or not actual criminal
prosecution or conviction arises therefrom: (a) perpetration of, or attempt
to perpetrate, any fraud, embezzlement or theft with respect to Details, or
any of its subsidiaries, shareholders, directors, personnel, vendors or
customers, or (b) conviction of any felony, or of any misdemeanor
originally charged as a felony, whether or not imprisonment results.
6. LIFE INSURANCE. Details agrees to use its reasonable efforts to procure a
term life insurance policy in the amount of one million dollars
($1,000,000) on the life of the Employee, provided that the Employee
presents typical underwriting risks for a non-smoker in good health who is
Employee's age and that the Employee cooperates in Details' efforts to
procure such policy. Details will pay the premiums for such policy for the
period beginning on the date such policy is procured and ending on the
earlier of (i) the Expiration Date or (ii) the date Employee ceases to be
an employee of Details.
7. DISABILITY. Details may terminate the Employee's employment upon notice to
the Employee in the event the Employee becomes disabled during his
employment hereunder through any illness, injury, accident or condition of
either a physical or psychological nature and, as a result, is unable to
perform substantially all of his duties and responsibilities under the
Amended Agreement for a period of ninety (90) consecutive calendar days or
for an aggregate of one hundred eighty (180) days during any period of
three hundred sixty-five (365)
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consecutive calendar days. In the event of a termination pursuant to the
preceding sentence, Details shall continue to pay to the Employee the Base
Salary payable to the Employee pursuant to the Amended Agreement for a
period of up to one calendar year from the date of such disability, such
Base Salary to be payable in such installments as the Base Salary is paid
him under the terms of the Amended Agreement, provided however if the
Employee is eligible to receive disability payments under a long-term
disability plan adopted by Details, such payments of the Employee's Base
Salary shall cease.
8. STOCK AWARD. Details will award Employee 3950.0435 shares of Class A-5
Common Stock on the Closing Date, which shares will be duly authorized,
fully-paid and non-assessable.
9. BONUS. In addition to any other compensation to which Employee is entitled,
on the date on which Employee ceases to be the beneficial owner (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of any
shares of capital stock of Details, Details will pay to Employee, whether
or not he continues to be an employee at such time, an amount equal to
$905,802.38. The provisions of this Section 9 shall survive the Expiration
Date.
10. ENFORCEMENT. In the event that any provision of this Amended Agreement
shall be determined by any court of competent jurisdiction to be
unenforceable by reason of its being extended over too great a time, too
large a geographic area or too great a range of activities, such provision
shall be deemed to be modified to permit its enforcement to the maximum
extent permitted by law.
[Remainder of this page intentionally left blank]
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Employment Agreement
October 28, 1997
IN WITNESS WHEREOF, this agreement is executed as of the day and year
first above written.
EMPLOYEE: DETAILS, INC.
/s/ Xxx X. Xxxx, Xx. By /s/ Xxxxx X. Xxxxxx
---------------------------- --------------------------
Xxx X. Xxxx, Xx. Xxxxx X. Xxxxxx
SCHEDULE 1
----------
to Employment Agreement and
Incentive Compensation Plan
The Additional Compensation for each year shall be determined by the
following methodology. EBITDA for each year shall be divided by the Target
EBITDA for that year. The resulting fraction (expressed as a percentage) is the
"EBITDA Percentage". The amount of the Additional Compensation for each year is
a function of the EBITDA Percentage for that year as set forth on the table
below:
--------------------------------------------------------------------------------
If the EBITDA The Additional Compensation
Percentage is: in each year shall equal:
--------------------------------------------------------------------------------
1997 1998 1999
---------------------------------------------
Below 90% -0- -0- -0-
--------------------------------------------------------------------------------
Between 90% and below 95% $22,971 $133,333 $142,857
--------------------------------------------------------------------------------
95% $45,943 $266,667 $285,714
--------------------------------------------------------------------------------
100% $60,300 $400,000 $425,000
--------------------------------------------------------------------------------
105% $80,974 $470,000 $503,571
--------------------------------------------------------------------------------
110% $93,034 $540,000 $578,571
--------------------------------------------------------------------------------
115% $105,094 $610,000 $653,571
--------------------------------------------------------------------------------
120% $117,154 $680,000 $728,571
--------------------------------------------------------------------------------
For an EBITDA Percentage that exceeds 95%, Additional Compensation will be
determined from the foregoing table by linear interpolation based upon the
actual EBITDA Percentage. For an EBITDA Percentage that exceeds 120%, Additional
Compensation will be determined from the foregoing table by linear
extrapolation.
[Xxx X. Xxxx, Xx.]
