Freedom Financial Group, Inc. Management Compensation Plan Calendar 2008 and Calendar 2009
Freedom
Financial Group, Inc.
Management
Compensation Plan
Calendar
2008 and Calendar 2009
Freedom
Financial Group, Inc., a Delaware Corporation, hereby enters into the following
Agreement ("Agreement") with Xx. Xxxxxx X. Xxxxxxxxxxxx, President, Xx. Xxxxxx
X. Xxxxxxx, Xx. Vice President, and Mr. X. Xxxxx Xxxxxxx, CFO, effective April
21, 2008.
Whereas,
Messrs
Xxxxxxxxxxxx, Xxxxxxx and Xxxxxxx constitute the key management executives
of
the Company; and,
Whereas,
the
company desires to provide performance based incentives to such management
personnel,
Now
Therefore,
the
parties agrees as follows:
1. The
following table of incentives shall be adopted, subject to the limitations
set
forth herein:
|
Name
|
Cash
Bonus
2008
|
Stock
Grant
2008
|
|
Xxxxx
Xxxxxxxxxxxx
|
$37,000
|
200,000
Shs
|
|
Xxx
Xxxxxxx
|
$26,000
|
100,000
Shs
|
|
Xxxxx
Xxxxxxx
|
$18,600
|
100,000
Shs
|
2. The
Cash
Bonus is payable if, and only if, the Company achieves 115% of the Operating
Income indicated in the Operating Budget adopted February 21, 2008. Further,
in
no event shall the payment of any proposed bonuses cause the Company's Operating
Income, as determined by its independent auditors, to fall below $5,000. Should
the proposed bonuses, if paid, cause the Operating Income to fall below said
$5,000, the such bonuses shall be reduced and prorated as among the parties
so
that the Company does have positive Operating Income for the year.
3. The
stock
is granted effective April 21, 2008, and is considered vested subject to
forfeiture. If the Company does not achieve the full year's Operating Income
(including the disposal of TCG, should such sale occur in 2008) for the Calendar
year 2008, then one half of the stock shall be forfeited. The determination
of
whether or not the goal has been met shall be determined by the Company's
independent auditors. The effective date of the forfeiture shall be December
31,
2008 if there is a forfeiture.
4. If
the
Company does not achieve the full year's Operating Income (including the
disposal of TCG, should such event occur in 2009) for the Calendar year 2009,
then one half of the stock shall be forfeited. The determination of whether
or
not the goal has been met shall be determined by the Company's independent
auditors. The effective date of the forfeiture shall be December 31, 2009 if
there is a forfeiture.
5. The
Stock
Certificates issued to represent the shares granted above shall contain an
appropriate legend indicating that the shares are restricted by contract and
further that any resale thereof is limited by relevant securities
laws.
6. If
the
inclusion of the expense of the Stock Grant would cause the Company's net income
to fall below $5,000, then such stock grant shall be reduced, proportionately
among the parties, so that the Company's net income does not fall below such
amount.
7. In
the
event that abatement or forfeiture may be required with respect to both the
cash
bonuses and the stock grants, then the cash bonuses shall xxxxx in full first,
and the stock grants shall forfeit or not thereafter.
8. If
the
Company has completed the adoption of a §401(k) plan by the end of the relevant
year, then any base contributions or matching contributions to which the Company
is committed shall be deducted from income prior to consideration of any bonuses
under this Agreement.
9. If
the
Company has adopted a Stock bonus, grant or option plan prior to the end of
the
relevant year, then the cost to the Company of any such expenses under such
plan
shall be deducted from income prior to consideration of any bonuses under this
Agreement.
10. Nothing
contained in this agreement shall prevent a Member of Management from
participating in a §401(k) or in a stock bonus or grant or option plans, to the
extent permitted under the terms of such other Plans.
11. By
his
signature below on a counterpart of this Agreement, dated within the month
of
April 2008, each Member of Management subject to this Agreement acknowledges
the
terms and conditions hereof, and agrees to be bound by those terms.
| ________________________ | ________________________ | ________________________ | ||
| Xxxxxx X. Xxxxxxxxxxxx | Xxxxxx X. Xxxxxxx | X. Xxxxx Xxxxxxx | ||
| Date:____________________ | Date:____________________ | Date:____________________ |
