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EXHIBIT 10.3
HISPANIC EXPRESS INC.
EXECUTIVE DEFERRED SALARY AND BONUS PLAN
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HISPANIC EXPRESS, INC.
EXECUTIVE DEFERRED SALARY AND BONUS PLAN
EFFECTIVE SEPTEMBER 6, 2000
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HISPANIC EXPRESS, INC.
EXECUTIVE DEFERRED SALARY AND BONUS PLAN
1. Purpose. The purpose of the Plan is to attract competent officers and
key executives by offering flexible compensation opportunities; to
motivate these executives to promote the growth and profitability of the
Company; and to associate the interests of these executives with those
of the Company.
2. Definitions. When used in this Plan, unless the context otherwise
requires:
(a) "Account" shall mean the record maintained by the Company
reflecting Executive's Deferred Amounts and the interest credited
thereon, as provided for in this Plan.
(b) "Account Balance" shall mean at any time the total of the amounts
credited to the Executive's Account and any accrued but not
credited interest in accordance with the provisions of the Plan.
(c) "Board of Directors" shall mean the Board of Directors of
Hispanic Express, Inc.
(d) "Bonus" shall mean, at any time, the gross amount of the bonus
payable to the Executive under the Company's Executive Incentive
Bonus Program (or any other similar bonus program hereafter
established by the Company), before giving effect to any deferral
agreement hereunder.
(e) "Committee" shall mean the Compensation Committee appointed by
the Board of Directors.
(f) "Company" shall mean Hispanic Express, Inc.
(g) "Deferred Amount" shall mean the amount by which the Salary
and/or Bonus is reduced from time to time as agreed upon by the
Executive and the Company and deferred in accordance with the
terms of the Plan. The Deferred Amount may be a dollar amount or
a percentage of Salary and/or Bonus.
(h) "Employee" shall mean any person (including an officer) actively
employed by the Company on a full-time, salaried basis.
(i) "Employed" or "Employment" shall mean performing services as an
employee on a full time basis for the Company.
(j) "Executive" shall mean an Employee who is an officer or key
executive of the Company Employed in a high-ranking executive or
managerial capacity.
(k) "Participant" shall mean an Executive selected by the Committee
and whose participation in the Plan for a calendar year has been
approved.
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(l) "Plan" shall mean this Executive Deferred Salary and Bonus Plan,
as from time to time amended and in effect.
(m) "Salary" shall mean, at any time, the gross amount of base
compensation being paid to the Executive for Employment, before
giving effect to any deferral agreement hereunder.
3. Administration. The Plan shall be administered by the Committee, which
shall have full and discretionary authority to interpret the Plan, to
establish rules and regulations relating to the Plan, to determine the
criteria for eligibility to participate in the Plan, to select
Participants in the Plan, and to make all other determinations and take
all other actions necessary or appropriate for the proper administration
of the Plan. The Committee's interpretation of the Plan, and all actions
taken within the scope of its authority, shall be final and binding on
the Company, its stockholders, Participants, Employees, former Employees
and beneficiaries.
4. Eligibility and Participation. Participation in the Plan for a calendar
year (and for the period beginning on the effective date of the Plan and
ending December 31, of each year the Plan is in existence), shall be
limited to those key Executives whom the Committee shall select, on the
basis of such Executive's impact on the long-term success of the
Company, and who might benefit from the deferral of amounts otherwise
constituting current compensation.
5. Deferral of Salary and/or Bonus. A Participant may, subject to the terms
and conditions of this Plan, elect to defer payment of a maximum of 50%
of Salary, and/or a maximum of 100% of Bonus, annually under this Plan
by completing the form prescribed by the Committee. The form shall
constitute an agreement between the Company and the Employee as to the
amount of Salary and/or Bonus to be deferred pursuant to the Plan. The
Committee may further limit deferral by individual Participants, for any
reason it deems advisable.
(a) Election. An election to defer Salary shall be made on or before
the last regular working day of the Company of the calendar year
preceding the calendar year for which the Salary and/or Bonus
agreement is to be made and shall be effective upon delivery (or
in the event the form is mailed by certified mail, return receipt
requested, on the date of mailing) of the deferral form to the
Company. Notwithstanding the preceding sentence, in the calendar
year in which this Plan is initially adopted and in the case of
an individual who becomes an Executive during a calendar year, a
Participant's election to defer Salary that would otherwise be
payable after the date of the election, and/or all or a portion
of the Bonus payable with respect to the period after the date of
the election, may be made up to 30 days after the effective date
of the Plan or the individual becomes an Executive and eligible
to participate herein, whichever is applicable. The election made
to reduce Salary and/or Bonus by a Participant must remain in
effect for an entire calendar year (or, in the case of the
calendar year in which this Plan is adopted or the calendar year
in which an individual becomes an Executive,
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the remaining portion of such calendar year to which the deferral
election relates) and may not be changed by any action taken by
the Participant thereafter.
6. Executive Deferred Amounts. The Participant, after making the election
under 5(a) above, may elect to have the Executive Deferred Amounts
invested in an account that accrues interest as set forth in (a) below
or invested in an account which measures the performance of the
Company's common stock price as set forth in (b) below.
(a) Accounts and Interest Credited on Deferred Accounts. A separate
Account shall be established and maintained for each Participant,
which Account shall reflect the Deferred Amount and all interest
credited thereon from time to time. Each Participant's Account
Balance shall be credited quarterly with interest as of the end
of each calendar quarter, with the first such credit being made
as of March 31, 2001. In the event a Participant's Account
Balance is paid other than at the end of any calendar quarter, he
shall be credited with interest thereon from the end of the
immediately preceding the calendar quarter to the date of
payment. No interest shall be credited to a Participant's Account
after the payment of such Participant's Account Balance. Interest
to be credited for any period shall be at a rate equal to the
average prime rate which Union Bank of California, N.A. charged
from time to time during a 360-day year of twelve 30-day months.
(b) Accounts and Changes in the Company's Common Stock Price on
Deferred Accounts. A separate amount shall be established and
maintained for each Participant, which the accounts shall reflect
the Participant's deferred amount as if it had been invested in
the Company's common stock. Each Participant's account balance
shall be credit or debited as of the end of each calendar
quarter, with the changes in the Company's common stock price, as
reflected on the OTB, that accrued from the time the Executive
established such account to the end of the calendar year quarter.
7. Payment on Deferred Amount. The Deferred Amount, plus interest credited
thereon pursuant to Subsection 6(a) or increases or decreases credited
or charged therein pursuant to Subsection 6(b) hereof, upon the
Participant's termination of Employment for any reason will be paid to
the Participant (or, in the event of the Participant's death, the person
or estate determined under Section 6 hereof) in a lump sum within 30
days after such termination.
8. Acceleration of Payment of Deferred Amount. Payment of the Deferred
Amount plus interest changes thereto pursuant to 6(a) or 6(b) above may
occur prior to the Participant's termination of Employment under the
following circumstances:
(a) At any time prior to complete payment of the Participant's
Account Balance, the Company may pay to the Participant an amount
not greater than that portion of the Deferred Amount that the
Committee determines, in its sole discretion, is necessary to
meet an Unforeseeable Emergency. For purposes of this paragraph,
an Unforeseeable Emergency shall mean an unanticipated emergency
that is caused by an event beyond the control of the Participant
and that would result in
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severe financial hardship to the Participant if early withdrawal
of the Participant's Account Balance were not permitted. The
Participant shall apply in writing to the Committee for any
payment under this paragraph and shall furnish to the Committee
such information as the Committee deems necessary and appropriate
to make its determination; and,
(b) In no event may payment of the Deferred Amount, and interest
thereon, or any portion thereof, be accelerated in any manner
other than as provided above.
9. Designation Of Beneficiary. A Participant may designate a beneficiary or
beneficiaries who, in the event of the Participant's death prior to full
payment of his Account Balance hereunder, shall receive payment of the
Account Balance due under the Plan. Such designation shall be made by
the Participant on a form prescribed by the Committee. The Participant
may, at any time, change or revoke such designation. A beneficiary
designation, or revocation of a prior beneficiary designation, will be
effective only if it is made in writing on a form provided by the
Company, signed by the Participant and received by the Company. If the
Participant does not designate a beneficiary or the beneficiary dies
prior to receiving any payment of the Account Balance, the Account
Balance payable under the Plan shall be paid to the Participant's
estate.
10. Amendment and Termination. The Board of Directors may at any time amend
or terminate this Plan. No amendment or termination shall adversely
affect a Participant's rights to or interest in the Account Balance
credited prior thereto without the Participant's consent.
11. Miscellaneous Provisions.
(a) This Plan is not a contract for employment of the Employee for a
certain period of time. Neither the establishment of this Plan,
nor any action taken hereunder, shall be construed as giving any
Employee any right to be retained in the Employ of the Company.
(b) A Participant's rights and interest under the Plan are not
subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors of the Participant or the Participant's
beneficiary.
(c) It is the intention of the parties that the Plan be unfunded for
tax purposes and for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). The
Company shall not be required to establish any special or
separate fund, or to make any other segregation of assets, to
assure payment of the Account Balance. Participants have the
status of general unsecured creditors of the Company and the Plan
constitutes a mere promise by the Company to make benefit
payments in the future.
(d) To the extent that the Plan is considered to be a plan for
purposes of ERISA, it shall be considered an unfunded plan
maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly
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compensated employees, within the meaning of Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA.
12. Withholding and Payments. The Company shall have the right to deduct
from any amount to be paid to any Participant or beneficiary any taxes
or other amounts required by law to be withheld.
13. Effective Date. The Plan shall be effective on and after September 6,
2000.