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 Xxxxx X. XxXxxxxx ("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 President.
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 theretofor been
terminated ("1955 Plan"). Definitions in the 1995 Plan are incorporated herein,
and capitalized terms used in the 1995 Plan which are utilized herein shall have
the meanings set forth in the 1995 Plan, unless otherwise provided herein.
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 President.
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 while employed
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 the Period January 1, 1996 through December
31, 1998.
(i) The Base Salary for each Year shall be as follows:
Year Base Salary
---- -----------
1996 $325,000
1997 $375,000
1998 $425,000
(ii) The Additional Compensation for each Year shall be
determined using the methodology employed in the 1995 Plan, except that: (i) the
Gross Profit actually achieved in any month shall be subject to the adjustments
in subsection D below in determining Additional Compensation, and (ii) the
Minimum Gross Profit in each Month during the term hereof to be used in
determining Additional Compensation shall be the amount set forth below:
Minimum
Year Gross Profit
---- ------------
1996 $1,000,000
1997 $1,250,000
1998 $1,500,000
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(iii) Under the 1995 Plan, the maximum Additional Compensation
for the Year does not exceed $250,000. The maximum Additional Compensation in
subsequent Years under this Agreement shall be as follows:
Maximum Additional
Year Compensation
---- ------------------
1996 $300,000
1997 $400,000
1998 $500,000
C. Employee shall be paid Additional Compensation on a quarterly
basis, and subject to the usual deductions, in the same manner as is provided in
the 1995 Plan.
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 amounts
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 if fully offset.
(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, Details
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 (ii) above
relating to offsets in
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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 conflicts with or interferes
with the performance of his duties hereunder, whether or not for compensation.
C. Provide his exclusive loyalty to Details, with a view toward
maintaining the highest quality standards, improving profitability through cost
controls, increasing revenues consistent with holding margins, assuring
compliance with applicable laws, sustaining employee morale, and assuring
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. Establish, implement and oversee corporate policies,
objectives and planning for the administrative, marketing and operational
functions of Details.
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B. Assure prompt, accurate and complete reporting of all
material information regarding administrative, marketing and operational
functions of Details to the Chairman and Chief Executive Officer.
C. Maintain full and adequate controls over corporate
commitments and expenditures to assure continuous fiscal integrity and
profitability.
D. Establish and improve systems to monitor and investigate
corporate activities to assure continuous compliance with applicable laws and
regulations.
E. Investigate and correct irregularities as required from time
to time to assure full compliance with law, first quality effort and results by
personnel, and proper internal reporting and communications.
F. Represent and continuously promote the interests of Details
with all major customers, potential customers, personnel, sales and marketing
representatives, and major vendors.
G. Establish and maintain controls to assure proper morale of
personnel, adequacy of staffing, proper budgeting for current operations and
anticipated capital and other expenditures, maintenance and improvement of
product margins, full product quality assurance and proper operational systems
(including ISO 9000 standards compliance).
H. Coordinate with subordinate executives, managers and
supervisors to assure smooth implementation of corporate plans and objectives.
I. Perform such other reasonable tasks and functions as directed
by the Chairman and Chief Executive Officer 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
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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/or 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.
(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 at 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.
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(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 rights hereunder.
(iii) Assist Details, at Details expense, in the 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, 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.
A. EMPLOYEE ACKNOWLEDGEMENTS. Employee herby expressly
acknowledges and agrees that he has received training and experience at Details
which has enabled him to become a special uniquely talented manager in the
printed circuit board business, possessing special capabilities to manage a high
speed turn around, high margin, superior quality product and high volume output
operation. Employee further acknowledges (i) the business of such quick
turn-around printed circuit board production 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
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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 agrees that Employee's services to be rendered are of a 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 moral
of its employees,
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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
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.
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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. Upon any such assignment,
Details shall be released from all obligations hereunder.
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, 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.
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 judgement.
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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/ Xxxxx X. XxXxxxxx by /s/ Xxxxx X. Xxxxxxx CEO
------------------------ ------------------------
XXXXX X. XxXXXXXX 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 Xxxxx X. XxXxxxxx ("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 President. 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
$375,000, $425,000 and $450,000, 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 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 it 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 4,747.0099 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,
in consideration of services rendered to date, on the third anniversary of
the Closing Date, Details will pay to Employee, whether or not he continues
to be an employee at such time, an amount equal to $1,088,558.35. 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/ Xxxxx X. XxXxxxxx By /s/ Xxxxxx X. Xxxxx
--------------------------------- -------------------------------
Xxxxx X. XxXxxxxx
SCHEDULE 1
----------
to Amendment No. 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% $20,100 $133,333 $141,667
--------------------------------------------------------------------------------
95% $40,200 $266,667 $283,333
--------------------------------------------------------------------------------
100% $60,300 $400,000 $425,000
--------------------------------------------------------------------------------
105% $72,360 $480,000 $510,000
--------------------------------------------------------------------------------
110% $84,420 $560,000 $595,000
--------------------------------------------------------------------------------
115% $96,480 $640,000 $680,000
--------------------------------------------------------------------------------
120% $108,540 $720,000 $765,000
--------------------------------------------------------------------------------
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 form the foregoing table by linear
extrapolation.
[Xxxxx X. XxXxxxxx]
