Incentive Compensation Agreement - Rapidscan Security Products (USA) Inc. and Andy Kotowski
M E M O R A N D U M
TO: ANDY KOTOWSKI
FROM: DEEPAK CHOPRA
DATE: December 18, 1996
SUBJECT: Incentive Compensation
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You shall be entitled to receive incentive compensation for the fiscal
years ended June 30, 1997, 1998 and 1999, upon the following terms and
conditions.
1. If the consolidated pre-tax earnings of Rapiscan Security Products
(U.S.A.), Inc. and Rapiscan Security Products (U.K.) Ltd. ("Rapiscan Earnings")
for the fiscal year ended June 30, 1997 exceeds $1,700,000.00, then you shall
receive an amount equal to ten percent (10%) of such excess.
2. For the fiscal year ended June 30, 1998, if the Rapiscan Earnings for
such fiscal year exceeds $1,700,000.00 and the cumulative Rapiscan Earnings for
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the June 30, 1997 and 1998 fiscal years exceed $3,400,000.00, then you shall
receive an amount equal to ten percent (10%) of the lesser of (i) that portion
of the Rapiscan Earnings for the June 30, 1998 fiscal year which exceeds
$1,700,000.00 or (ii) that portion of the cumulative Rapiscan Earnings for the
June 30, 1997 and 1998 fiscal years which exceeds $3,400,000.00.
3. For the fiscal year ended June 30, 1999, if the Rapiscan Earnings for
such fiscal year exceeds $1,700,000.00 and the cumulative Rapiscan Earnings for
---
the June 30, 1997, 1998 and 1999 fiscal years exceed $5,100,000.00, then you
shall receive an amount equal to ten percent (10%) of the lesser of (i) that
portion of the Rapiscan Earnings for the June 30, 1999 fiscal year which exceeds
$1,700,000.00 or (ii) that portion of the cumulative Rapiscan Earnings for the
June 30, 1997, 1998 and 1999 fiscal years which exceeds $5,100,000.00.
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4. For example purposes only:
June 30, 1997 June 30, 1998 June 30, 1999
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Rapiscan Earnings Per Year 1,700,000.00 1,700,000.00 1,700,000.00
Incentive Compensation -0- -0- -0-
Rapiscan Earnings Per Year 1,200,000.00 2,000,000.00 2,000,000.00
Incentive Compensation -0- -0- 10,000.00
Rapiscan Earnings Per Year 3,200,000.00 3,400,000.00 3,600,000.00
Incentive Compensation 150,000.00 150,000.00 150,000.00
Rapiscan Earnings Per Year 5,000,000.00 1,700,000.00 2,000,000.00
Incentive Compensation 150,000.00 -0- 30,000.00
5. In no event shall this incentive compensation exceed $150,000.00 for
any fiscal year.
6. Your incentive compensation shall be paid within 120 days after the
end of the fiscal year and shall be determined by OSI's independent certified
public accountants in accordance with generally accepted accounting principles
consistently applied to practices for prior periods.
7. You must be employed by Rapiscan for the entire fiscal year in order
to receive incentive compensation for such year.
8. The foregoing incentive compensation shall be in addition to that
which you may be entitled under the general bonus plan for management.
9. You agree to keep the terms of this agreement strictly confidential.
/s/ Deepak Chopra
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Deepak Chopra, Chief Executive Officer
AGREED TO AND ACCEPTED:
/s/ Andy Kotowski
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Andy Kotowski