Sample Business Contracts

EXECUTIVE AND SENIOR MANAGEMENT INCENTIVE PLAN

OBJECTIVES: To provide annual and long term incentive plans for both the executive and senior management groups as defined by the Compensation Committee.

-Incentives should be an appropriate mix of cash and stock based incentives

-Incentives whether cash or stock based should be linked to a combination of personal performance, corporate performance and shareholder returns.

METHODOLOGY: Target Overall Compensation Market Positioning based on Mercer compensation survey as follows:

				Range
CEO +		-Salary		2nd Quartile
Executive		-Annual		3rd Quartile
		-Long term		4th Quartile
Senior Mgt		-Salary		3rd Quartile
		-Annual		3rd Quartile
		-Long term		3rd Quartile

ASSUMPTIONS/DEFINITIONS
Annual Incentive
-All personal and performance based incentives (cash and stock based) that vest based on financial performance or employment objectives within first 12 months.

Long Term Incentive
-All personal and performance based incentives that vest based on financial performance or employment (including time based) objectives beyond 12 months.

PROPOSED INCENTIVE PROGRAM DESIGNS

I. CASH BASED PERFORMANCE INCENTIVE

     Proposed Design

	A)		Target incentive as % of salary
	(i)		CEO-25%
	(ii)		Other Exec (8)-25%
	(iii)		Mid management (3)-25%
	B)		50% of cash incentive paid on achievement of current year financial metrics against approved budget

	(i)		Revenue-90%-120% achievement of annual operating plan-factor-.9-1.20
	(ii)		EBITDA-90%-120% achievement of annual operating plan-factor-.9-1.2
	(iii)		Operating Plan-90%-120% achievement of annual operating plan-factor-.9-1.2

Total financial metric factor =		(i)+(ii)+(iii)
			3

	C)		50% of annual incentive paid on achievement of current year personal objectives as determined by executive team and approved by comp committee
	(i)		personal objectives-50%-120% achievement of personal objectives-factor .5-1.2
	(ii)		Total personal objective factor = (i)
	D)		Total annual incentive award
	=		salary x (target annual incentive %)
	x		financial metric factor
	x		total personal objective factor

Note: if either total financial metric factor or personal objective factor = zero then there is no incentive pay out.

II. STOCK BASED PERFORMANCE INCENTIVE

     Proposed Design

A.

Target stock based performance incentive as a % of salary

	(i)		CEO-420%
	(ii)		Exec-300%
	(iii)		Senior Mgt-120%

B.

4 year Restricted Stock (RS) Program -Restricted stock may be awarded in the form of restricted stock units (RSUs) or restricted stock awards (RSAs) as determined by the compensation committee and as allowed by the applicable stock incentive plan. -The actual amount of the equity incentive award is calculated by first multiplying the target award by the executive's personal objective factor used for calculating the cash based performance incentive. A personal objective factor below 50% will result in no stock based incentive award. After the personal objective factor is applied to the target, the following factors are applied to determine the actual stock based incentive award. -1/3 time vested over 4 years (50% cliff vest 2 years-remaining 50% monthly over years 3 and 4) -2/3 current year financial performance based vested over 4 years (I year cliff vesting remaining 75% vesting monthly over years 2, 3, 4)

-1/3 revenue current financial performance based -1/3 EBITDA current financial performance based -1/3 Operating plan current financial performance based

III. VESTING SCHEDULE

		Annual		Long Term
		(Year 1)		(Year 2-4)
CEO		Year		Year		Year		Year		LONG		TOTAL
		1		2		3		4		TERM		INCENTIVE
										TOTAL		PROGRAM
Cash		25		ó		ó		ó		ó		25
RS-Time Vesting		ó		70		35		35		140		140
-Financial Performance		70		70		70		70		210		280
TOTAL		95		140		105		105		350		445
Annual 3Q Target		75-100%
Long Term 4Q Target										300-450%		(75th)

		Annual		Long Term
		(Year 1)		(Year 2-4)
EXECUTIVE		Year		Year		Year		Year		LONG		TOTAL
		1		2		3		4		TERM		INCENTIVE
										TOTAL		PROGRAM
Cash		25		ó		ó		ó				25
RS-Time Vesting		ó		50		25		25		100		100
-Financial Performance		50		50		50		50		150		200
TOTAL		75		100		75		75		250		325
Annual 3Q Target		50-75%
Long Term 4Q Target										200-300%		(75th)

		Annual		Long Term
		(Year 1)		(Year 2-4)
SENIOR MANAGEMENT		Year		Year		Year		Year		LONG		TOTAL
		1		2		3		4		TERM		INCENTIVE
										TOTAL		PROGRAM
Cash		25		ó		ó		ó		ó		25
RS-Time Vesting		ó		20		10		10		40		40
-Financial Performance		20		20		20		20		60		80
TOTAL		45		40		30		30		100		145
Annual 3Q Target		25-50%
Long Term 3Q Target										(N/A)

SUMMARY EXPENSE		TOTAL
Cash Incentive Annual Cost at 100% Target		$	525,000
Stock Based Incentive Cost (at time of grant)		$	4,800,000
		$	5,325,000