EMPLOYMENT AGREEMENT
(Incentive Compensation and Stock Bonus)
This Agreement is between ____ (the "Company") and ____ (the "Employee"). It is
entered into on (Date).
The Company desires to employ Employee and Employee is willing to serve in the
employ of the Company, on the terms and conditions provided in this Agreement.
The Company recognizes the importance of the substantial experience and qualificat ions
of the Employee in performing (his/her) duties and responsibilities for the Company, and the
Company considers it essential to the best interests of the Company to take appropri ate steps to
assure that the Company will continue to have available the Employee's services.
In consideration of the mutual covenants contained in this Agreement, Company and
Employee agree as follows:
ARTICLE 1Definitions
All defined words and phrases shall have the meanings described below unless in the
context some other meaning is clearly intended.
1.1 "Affiliate" means, with respect to any entity, another entity that controls, is control led by,
or is under common control with the first entity. For purposes of this definition of Affiliate , the
term control and its derivatives mean, with respect to any entity, the direct or indirect ownership
of equity interests representing both ____% of each class of equity interests of the entit y and the
power to elect ____% of the Board of Directors or other governing body of the entity.
1.2 "Agreement" means this employment agreement entered into between the Company and
the Employee.
1.3 "Board" means the Board of Directors of the Company.
1.4 "Cash Incentive Compensation" means that compensation described in Section 6.2.
1.5 "Compensation Committee" means the Compensation Committee of the Company.
1.6 "Conflict of Interest" means a condition where the loyalty of the Employee to the
Company is potentially compromised by another interest such as an investment or other
relationship that could reasonably promote the Employee to take or refrain from taking an action
not in the best interest of the Company.
1.7 Disability" means the Employee's incapacity resulting from injury or illness, whether
mental or physical, which prevents the Employee's from performing (his/her) normal duties
under this Agreement. The presence or absence of the condition is to be determined by an
independent physician selected by mutual agreement of the Company and the Employee.
1.8 "Effective Date" means the date of this Agreement.
1.9 "Employee" means (Name) .
1.10 "Just Cause" means the (a) conviction of the Employee of a felony involving moral
turpitude, (b) gross negligence or willful misconduct of the Employee which causes a substanti al
monetary injury to the Company or any of its Affiliates, (c) willful and continued failure by the
Employee to substantially perform material stated duties of his position with the Company or any
of its Affiliates after he has been given written notice of his failure and has been given a
reasonable period to cure by taking such reasonable corrective action, or (d) the Employee
having participated in a Conflict of Interest that has resulted in a substantial detriment to the
Company that has not been remedied or the Employee continues to participate in a Conflict of
Interest after written notice of the Conflict of Interest has been delivered to the Employee.
1.11 "Minimum Annual Salary" means that compensation described in Section 6.1.
1.12 "Non-Qualified Stock Options" means any options to acquire stock of the Company or
the Parent granted to the Employee which do not qualify as incentive stock options under the
Internal Revenue Code of ____ , as amended, including any successor statute.
1.13 "Parent" means ____ Corporation.
1.14 "Restricted Stock Bonuses" means the grants of restricted stock described in Section 6.3.
1.15 "Retirement" means the termination of the Employee's employment with the Com pany
and all of its Affiliates as a result of (his/her) reaching a retirement age (not less than ____ years
of age) established by the Board for (his/her) retirement.
1.16 "Termination With Cause" means, as it pertains to a termination by the E mployee, a
termination by the Employee because of: (i) the failure by the Company to maint ain the
Employee as an employee of the Company; (ii) a material change of the Employe e's function,
duties or responsibilities which change would cause the Employee's position to become of
materially less dignity, responsibility, importance or scope than the Employee's posit ion with the
Company immediately after the Effective Date; or, (iii) the Company's continued breach of this
Agreement after the Employee has given the Company written notice of the breach and a period
of ____ (____) days to cure the breach.
1.17 "Termination Without Cause" means, as it pertains to a termination by the E mployee, a
termination by the Employee for any reason other than a Termination With Cause, or Dea th,
Disability, or Retirement. Termination Without Cause means, as it pertains to a termination by
the Company, a termination by the Company for any reason other than Just Cause, Death,
Disability, or Retirement.
ARTICLE II
Employment
The Company employs the Employee and the Employee accepts employment with the
Company upon the terms and conditions set forth in this Agreement.
ARTICLE III
Term of Agreement
This Agreement becomes effective as of the Effective Date. The initial term of this
Agreement is for a period from the Effective Date until the ____ anniversary of the Effective
Date.
ARTICLE IVDuties
The Employee is employed, and during the term of this Agreement shall be employed, as
____ of the Company reporting to the ____ of the Company. The Employee agrees to perform
all of the duties normally incident to the office for as long as (he/she) shall hold tha t position and
to perform all other duties and responsibilities as may be prescribed by the ____ of the Compa ny
from time to time.
ARTICLE V
Extent of Service
The Employee is employed on a full time basis. During the period of (his/her)
employment, except for illness, reasonable vacation periods, and reasonable leaves of absenc e,
the Employee shall devote all of (his/her) business time, attention, skill and effort s to the faithful
performance of (his/her) duties under this Agreement.
ARTICLE VI
Compensation
For services rendered by the Employee under this Agreement the Company agrees to pay
and provide to the Employee compensation and benefits, which compensation and benefits (i )
initially shall be as set forth in this Article VI and, (ii) shall not at any ti me during the term of
this Agreement be less than as set forth in this Article VI.
6.1 Minimum Annual Salary. During each calendar year the Company shall pay the
Employee base compensation in equal semi-monthly installments based upon the Minimum
Annual Salary for the Employee of $____ .
6.2 Cash Incentive Compensation. Subject to proration as set forth below for calendar year
____ , for each calendar year during the term of this Agreement the Employee shall be entitled to
earn an annual cash bonus of up to ____% of the Employee's Minimum Annual Salary for such
year upon attaining goals established yearly by the Compensation Committee. The goal s shall be
established by the Compensation Committee, after consultation with the Chairman of the Parent,
consistent with the Company's standards, and shall be established to produce a reasonable
expectation in the sole judgment of the Compensation Committee that the Empl oyee will receive
a target bonus for each year equal to ____% of the Employee's Minimum Annual Salary for such
year. In recognition of the fact that the remainder of calendar year ____ is a transi tion year for
the Company and the Employee, the Employee's bonus for calendar year ____ shall be the
amount calculated under the following formula: (i) ____% the Employee'' Minimum Annual
Salary for ____ , multiplied by (iii) a fraction the numerator of which is the number of da ys
remaining in ____ -after the Effective Date, and the denominator of which is 365.
6.3 Restricted Stock Bonuses. On the Effective Date, the Parent has awarded to the
Employee a grant of ____ shares of performance-based restricted stock of the Parent pursuant to
the Parent's ____ Stock Incentive Plan. Those shares shall be restricted so that no share may be
transferred or alienated in any way (except through passage under will or by the laws of descent
and distribution upon the Employee's death) until the shares are vested, at which time the
restriction will lapse with respect to the vested shares. This award is conditioned upon execution
by the Employee of a Restricted Stock Agreement in the form attached to this Agreement as
Exhibit "A" which prescribes the vesting terms of the stock.
6.4 Long Term Incentive Awards. The Employee shall be entitled to participate in any other
long term incentive award program as is approved in the future by the Compensation Committee.
6.5 Other Company Compensation Programs. The Employee shall be entitled to participate
at an appropriate level in all other compensation programs adopted by the Company.
ARTICLE VII
Fringe Benefits
The Company shall provide the Employee with the following fringe benefits at a level
commensurate with (his/her) position with the Company and with (his/her) peers in the Parent:
a. annual physical examinations;
b. reimbursement of dues and special assessments for membership in the clubs
and/or associations as are mutually agreed by the Employee and the ____ of the Company;
c. not less than ____ weeks paid vacation yearly; and,
d. participation in health, dental, group life, disability, and all other plans and fri nge
benefits generally provided to Parent's employees in comparable positions and/or other Compa ny
personnel.
ARTICLE VIII
Working Facilities
The Company shall furnish Employee with a private office and a private secretary a nd all
other assistance and accommodations as are suitable to the character of Employee's position with
the Company and adequate for the performance of (his/her) duties under this Agreement.
ARTICLE IX Expenses
Employee is authorized to incur reasonable expenses for the promotion of the business of
the Company including expenses for entertainment, travel, and other similar items. The
Company shall pay or reimburse Employee for all reasonable items of expense incurred by
Employee in performing (his/her) obligations under this Agreement. Employee must, however,
in each case provide the Company adequate substantiation of the expense that has be en incurred
by Employee prior to payment or reimbursement.
ARTICLE X
Termination of Employment
In the event of a termination of the Employee's employment under this Agreement the
following provisions shall apply:
10.1 Termination Without Cause by Employee. Upon Termination Without Cause by
Employee of (his/her) employment with the Company, the Company shall pay Employee, withi n
____ days, a cash sum equal to that portion of (his/her) Minimum Annual Salary which has been
earned but unpaid prior to the date of Employee's termination. All other items of compensation
shall be payable only to the extent they are then vested or they are normally provi ded to an
employee who voluntarily terminates.
10.2 Termination Without Cause by the Company. Upon Termination Without Cause by the
Company of employment with the Company:
a. The company shall pay the Employee, within ____ days, a cash sum equal to
(his/her) then Minimum Annual Salary plus the Cash Incentive Compensation that would have
otherwise accrued to the Employee (calculated at the target level of ____% of the Employee's
Minimum Annual Salary immediately prior to termination) through the calendar year of
termination; and,
b. Employee shall receive when due the benefits the Employee is entitled to under
the terms of the (Date) Stock Incentive Plan.
The foregoing shall constitute all payments to which the Employee will be entitled.
10.3 Termination With Cause by the Employee. If there is a Termination With Cause by
Employee, the Company shall pay and provide to Employee the same compensation and bene fits
described in Section 10.2 for Termination Without Cause by the Company shall constitute all
payments to which the Employee will be entitled.
10.4 Termination for Just Cause by the Company. If Employee is terminated by the Compa ny
for Just Cause, the Company shall pay Employee, within ____ days, a cash sum equal to that
portion of (his/her) then Minimum Annual Salary which has been earned but unpaid prior to the
date of Employee's termination plus any other then vested benefits. No other item of
compensation shall be due Employee unless it is specifically required by law or by other
agreements with the Company.
10.5 Termination for Disability. If Employee is terminated for Disability, the Company shall
pay Employee (a) (his/her) then Minimum Annual Salary for ____ from the date of his
Disability, and (b) a cash sum equal to the Cash Incentive Compensation Employee has a ccrued
prorated to the date of his Disability as if the goal set by the Compensation Commi ttee is met. In
addition, Employee shall be entitled to (i) receive any Long Term Incentive Award which vests
within one year after the date of Disability, and (ii) receive pay for vested but unused vacation on
the date of Disability.
10.6 Termination for Death. If Employee dies while in the employ of the Company, the
Company shall pay and provide to Employee's estate the same compensation and benefits
described in Section 10.5 for termination for Disability, assuming that (he/she) became disabled
on the date of (his/her) death, except that the then Minimum Annual Salary shall be payable
for ____ months instead of one year.
ARTICLE XI
Post-Termination Obligations of Employee
All payments and benefits due Employee under this Agreement shall be subject to
Employee's compliance with the following provisions:
11.1 Assistance in Litigation, Etc. During the period of (his/her) employment and for ____
years after Employee's termination of employment, Employee shall, upon reasonable notic e,
furnish all information and proper assistance including, without limitation, testimony, to the
Company as may reasonably be required by the Company in connection with any litiga tion or
other administrative or regulatory proceeding in which it or any of its subsidiaries or affilia tes is,
or may become, a party, or in connection with any filing or similar obligation of the Company
imposed by any taxing, administrative, or regulatory authority having jurisdiction. The
Company, however, shall be obligated to pay all of the reasonable expenses incurred by
Employee in complying with these provisions.
11.2 Restrictive Covenant. Employee agrees that for a period of ____ year(s) after the
termination of this Agreement (the "Non-Competition Term), Employee will not, direct ly or
indirectly, alone or as a member of a partnership, or as an officer, stockholder owning more tha n
____% of the outstanding stock, corporate director, employee, consultant or representative of
any company or entity, compete with the Company in any lines of business (as defined below)
conducted by the Company within a ____-mile radius of any person, institution, association or
other entity with which the Company has conducted business.
The parties agree that for purposes of this Section 11.2, "lines of business" shall mean:
The parties also understand and agree that, for purposes of this Agreement, any such lines
of business shall be deemed to have been conducted with any person, institution, associat ion or
entity to which sales or purchases (or negotiations whether or not sales or purchases resulted)
have been made, materials delivered or services performed, or to or from which advertising
solicitation or other communications have been directed or received, during the ____ years
preceding the Non-Competition Term.
Employee further agrees that during the Non-Competition Term, the Employee will not,
directly or indirectly, do anything which would divert from the Company any trade or business
with any customer with whom Employee had any contact or association during the ____ years
next preceding the Non-Competition Term or with any party whose identity or potential a s a
customer was confidential or learned by the Employee while an employee, stockholder or offi cer
of the Company. Employee shall not do anything that would in any way tend to compete wit h or
harm the relationship enjoyed by the Company with any person or entity who or which has
provided materials, supplies or services to the Company during the ____ year period preceding
the Non-Competition Term. Finally, Employee agrees that (he/she) will not do anything which
would tend to divert from the Company any person or entity who served as a representative or
distributor for materials and services of or from the Company during the three-year period
preceding the Non-Competition Term.
In the event that the length of time, type of activity, geographic area, or other re strictions
set forth in this Agreement are deemed unreasonable in any court proceeding, the parti es agree
that the court may reduce such restriction to ones it deems reasonable to protec t the Company's
substantial investment in the lines of business conducted by it.
11.3 Confidential Information. Employee recognizes that as a key member of the staff of t he
Company, Employee will occupy a position of trust and confidence with respect to informat ion
of a secret or confidential nature which is or will become the property of the Company.
Employee agrees that (he/she) will not, at any time, for so long as any information shall remain
confidential or otherwise remain wholly or partially protectible, either during or subse quent to
the term of this Agreement use, divulge, furnish, or make accessible such information to anyone
outside of the Company or its Affiliates. For purposes of this Section 1 1.3, the term
"information of a secret or confidential nature" shall mean information of any nature and in any
form which at the time or times concerned is not generally known to those persons engage d in a
business similar to that conducted or contemplated by the Company and which relate s to any one
or more of the aspects of the present or past business of the Company or its predecessors,
including, but not limited to, development projects; devices, or computer programs (whether
embodied in source or object code); and, policies, processes, formulas, techniques, know-how
and other knowledge, information, trade secrets, trade practices or facts relating to sa les,
advertising promotions, financial matters, customers, lists of customers, suppliers' or
manufacturers' representatives or other distributors, customers' purchases, and information
relating to the business of the Company and the methods used by the Company in procuring
materials, services and supplies (including any and all of its sources for the procurement of
materials, services and supplies). For purposes of this Section 11.3, any such confidential
information which is disclosed to any third party by an employee or representative of the
Company not authorized to make such disclosure shall be deemed to remain confidential.
11.4 No Solicitation of Company Employees. Employee shall not during the term of this
Agreement or the Non-Competition Term, either directly or indirectly, induce or attempt to
induce any person with whom Employee was acquainted while in the employ of the Company to
leave the employment of the Company or any Affiliate of the Company without the consent of
the Company.
ARTICLE XII
Reliance on General Credit of Company
All payments of Minimum Annual Salary and Cash Incentive Compensation, shall be
paid in cash from the general funds of the Company, and no special or separate fund shall be
established and no other segregation of assets shall be made to assure payment. Employee shall
have no right, title, or interest in any investments that the Company may make t o aid the
Company in meeting its obligations for these payments.
ARTICLE XIII
Modification and Waiver
13.1 Amendment of Agreement. This Agreement may not be modified or amended except by
an instrument in writing signed by the parties to this Agreement.
13.2 Waiver. No term or condition of this Agreement shall be deemed to have been waived,
nor shall there be any estoppel against the enforcement of any provision of this Agreement,
except by written instrument of the party charged with waiver or estoppel. No written wai ver
shall be deemed a continuing waiver unless the continuing nature of the waiver is expre ssly
stated therein. Each waiver shall operate only as to that specific term or c ondition; it will not be
deemed a waiver of future conditions or as to any act other than that specifically waived.
ARTICLE XIVArbitration
Any controversy or claim arising out of or relating to this Agreement, or breach of it,
shall be settled by arbitration in (city/state) in accordance with the Comm ercial Arbitration Rules
of the American Arbitration Association, and judgment upon the award rendered by the arbitrator
may be entered in any court of competent jurisdiction.
ARTICLE XV
General Provisions
15.1 Federal Income Tax Withholding. The Company shall withhold from any benefits
payable under this Agreement all federal, state, city, or other taxes as shal l be required under any
law or governmental regulation or ruling.
15.2 Successors; Enforceability. This Agreement shall inure to the benefit of and be
enforceable by the Company's successors and by Employee's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and legatees.
15.3 Nonassignability. Except as provided in this Section 15.3, neither this Agreement or any
right or interest granted in it shall be assignable by either the Company or Employee, or their
successors or representatives, without the other's prior written consent. This Section shall not
preclude Employee from designating a beneficiary to receive any benefit payable under this
Agreement upon his death, or the executors, administrators, or other legal representatives of
Employee or his estate from assigning any rights under this Agreement to the person or persons
entitled to them.
15.4 No Attachment. Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, computation, alienation, sale, assignm ent,
encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy, or simil ar
process or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any
such action shall be null, void, and of no effect.
15.5 Delivery of Notices. Any notice required to be given under this Agreement shall be in
writing and shall be deemed to have been given and received upon the earlier of (i) receipt by the
party to which the notice is sent and (ii) delivery of the notice to the address for noti ce for the
party to which the notice is sent as set forth on the signature page to this Agreement or as
changed pursuant to the terms hereof. Any address may be changed from time to time by servi ng
notice to the other party as required in this Section.
15.6 Severability. If, for any reason, any provision of this Agreement is held invalid, that
invalidity shall not affect any other provision of this Agreement not also held invalid, a nd each
other provision shall to the full extent consistent with law continue in full force and effect.
15.7 Headings. The headings of Articles and Sections are included solely for convenience of
reference. The descriptive heading shall not control the meaning, or interpretation of a ny of the
provisions of this Agreement.
15.8 Governing Law. This Agreement has been executed and delivered in the State of ____ ,
and its validity, interpretation, performance, and enforcement shall be governed by the laws of
that State.
15.9 Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute a single Agreement.
15.10 Entire Agreement. As of the Effective Date, this Agreement shall constitute the entire
agreement of the parties with respect to the matters it covers, and shall supersede all prior written
and oral agreements pertaining to the subject matter of this Agreement.
The parties have executed this Agreement on the Effective Date. Company
Employee
EXHIBIT "A"
____ Stock Incentive Plan
Restricted Stock Agreement
(For Employees)
Upon your execution of this Agreement ("Agreement"), with ____ (the "Company") the
Compensation Committee of the Board of Directors of the Company has awarded to you ____
shares of ____ Common Stock (the "Award"), effective ____ (the "Award Date").
The shares which are the subject of this Award shall be fully paid and nonassessable, and
shall be represented by a certificate registered in your name, stamped with an appropria te legend
referring to the restrictions contained in this Agreement. The Company shall retain the
certificate until the expiration of the restrictions with respect to any Award or any portion of it.
You shall have all the rights of stockholder with respect to the shares, including the right to vote
the shares and to receive all dividends or other distributions paid or made with respect t o the
shares; provided that the shares themselves, any new or additional or different shares of stock of
the Company which you may become entitled to receive with respect to the share s by virtue of
any subdivision or combination or shares of Common Stock, a dividend payable in Common
Stock, a reclassification of Common Stock, or any other changes in capital structure or shares of
Common Stock, shall be subject to the restrictions of this Agreement, and in the Plan.
You agree to deliver to The Company a stock power endorsed in blank, relating to the
shares covered by the Award.
You agree that all of the shares received by you pursuant to the Plan and this Agreement
shall be subject to all of the restrictions, term, and conditions specified in t his Agreement and
that all of those restrictions, terms, and conditions of the ____ Stock Incentive Plan a re
incorporated, by reference, into this Agreement. To the extent there may be any conflic t between
any term or provision of the Plan and any term or provision of this Agreement, the term or
provision of the Plan shall control.
You agree that any shares received by you pursuant to the Plan shall not be sold,
exchanged, assigned, transferred, discounted, pledged, or otherwise disposed of prior to the
termination of the relevant restricted period and the restrictions, terms, and conditions as follows:
Performance Term: ____ years ending ____ .
Performance Definition: Annual operating income of the Company compared to the goals
established on Exhibit "A-1" attached to this Agreement.
Performance Level: Shares will be earned at the end of each calendar year for ____ , ____ ,
____ , and at ____ , in the following amounts respectively, ____ , ____ , ____ , and ____ if the
goals set forth in Exhibit "A-1" for the respective period is exceeded by ____%. For each
percentage point below ____% that the goal is exceeded but above ____% , ____% of the
Award's shares will fail to be earned and will return to the Company. No shares will be e arned if
the goal is not exceeded by at least ____%. If, however, the goal is exceeded by more than
____%, then for each percentage point above ____%, ____% additional shares will be earned
and awarded up to a maximum of ____% additional shares.
Those shares when earned will remain restricted, subject to continued employment, for ____
additional years.
Termination of Employment: If termination of employment occurs while the shares are still
restricted and that termination is a result of "Termination With Cause" by Empl oyee or
"Termination Without Case" by the Company as those terms are defined in that cert ain
Employment Agreement between you and the Company dated ____ , death, disability, normal
retirement or, with the Company's approval, early retirement: (i) the number of restricte d shares
not yet earned will be reduced to the ratio that time worked during the earning peri od is to its
____ year term; (ii) the reduced award will be carried to its ____ year term; (ii i) earned shares
will carry no further restrictions; and, (iv) restrictions will be lifted on all earned restricted
shares. If you cease to be an officer or employee of the Company while remaining an em ployee
of one of its subsidiaries or affiliates, you will be deemed not to have terminate d employment
with the Company until such time as you terminate your employment with the Company's
subsidiaries or affiliates. If termination of employment occurs while the shares are sti ll restricted
and the termination is for any other reason, all restricted shares return to the Company.
Determination by Compensation Committee: All determinations of performance attai nment and
earned restricted shares shall be made by the Compensation Committee.
Merger, Consolidation, or Change-in-Control: As provided in the Plan, in the event of a
merger, consolidation, or Change-in-Control of the Company, the restriction on transferability
shall be automatically lifted and the certificate for the restricted shares shall be delivered as soon
as practicable.
You agree that you will immediately notify the Company of any election you make under
Section 83(b) of the Internal Revenue Code with respect to any issuance of restricted stoc k under
this Plan.
You agree that the Company shall have the right to withhold from any transfer or
payment under this Plan, or from any other payment then due you from the Company, all federal ,
state, city, or other taxes as shall be required pursuant to any statute or governmental regulation
or ruling, and that you shall complete any documentation necessary to effect such withhol ding.
You agree, if required by the Company in its discretion, to pay to the Company, in c ash, any
amount required to be withheld for any applicable employment or withholding taxes, and agree
that the Company may condition delivery of vested, nonrestricted stock certificate s upon receipt
of such payment.
You agree that the terms and provisions of this Agreement shall be binding on, insure to
the benefit of, yourself and your executors or administrators, heirs, and personal and legal
representatives. If you so choose, you may designate a beneficiary for any portion of your
Award as to which restrictions might terminate due to your death. This Agreement shal l be
construed and enforced in accordance with the laws of the State of ____ .You agree that this Agreement together with the Plan sets forth all of the promises,
agreements, conditions, understandings, warranties, and representations between the parties with
respect to the Award and that there are no promises, agreements, conditions, understandi ngs,
warranties, or representations, oral or written, express or implied, between the parties with
respect to the Award, other than as set forth in the Plan and this Agreement.
You agree that this Agreement does not constitute a contract of employment, or any
guarantee of employment, and that the Company's rights regarding continued employment of any
employee remain unaffected by the grant of this Award, by the Plan or by the execution of t his
Agreement.
You represent that you will abide by all applicable federal securities laws in c onnection
with any shares of the Company's Common Stock you may receive under the Plan.
You agree that in the event of invalidity of any part or provision of the Plan or this
Agreement, such invalidity shall not affect the validity of any other part or provision of the Plan
or this Agreement.
The Company
By:
Date:
ACCEPTED AND AGREED TO:
By: Employee
Date:
EXHIBIT "A-1"
Operating Income Goals of
The Company
(Year) (Year) (Year) (Year)
