EXHIBIT 10.14
EXHIBIT A-1
2000 PERFORMANCE GOALS AND PERFORMANCE BASED COMPENSATION
I. FORMULA
PERFORMANCE
BASED
COMPENSATION FORMULA
A. EARNINGS PER SHARE
For each $.01 increase................................................ $65,250
B. INCREASE IN COMMON STOCK PRICE
(i) If the price of a share of Common Stock on 12/31/00 does not
exceed $11.56................................................ $ 0
(ii) If the price of a share of Common Stock on 12/31/00 exceeds
$11.56 but does not equal or exceed $15.00, for each $0.0625
increase in per share price of a share of Common Stock above
$11.56....................................................... $ 7,500
(iii) If the price of a share of Common Stock on 12/31/00 equals or
exceeds $15.00, for each $0.0625 increase in per share price
of a share of Common Stock above $11.56...................... $10,000
II. METHOD OF PAYMENT
A. CASH. The Performance Based Compensation determined for 2000
under the formula set forth in Section I above shall be paid
in cash if and to the extent such Compensation does not exceed
$500,000.
B. RESTRICTED STOCK. If the Performance Based Compensation
determined for 2000 under the formula set forth in Section I
above exceeds $500,000 (such excess amount being referred to
as the "Additional Amount"), the Executive shall be granted a
number of shares of restricted Class B Common Stock of the
Company (the "Shares") equal to the amount determined by
dividing (i) two times the Additional Amount, by (ii) the
closing price for the Class B Common Stock of the Company on
the American Stock Exchange as of the close of trading on
December 31, 2000. The value of any fractional shares shall be
paid in cash. The restrictions on the Shares shall lapse on
the first to occur of (i) October 15, 2015, (ii) termination
of the Executive's employment with the Company by reason of
Executive's disability or death, (iii) the Executive's
termination of employment with the Company for Good Reason,
(iv) the Company's termination of Executive's employment
without Cause, or (v) the occurrence of a Change in Control of
the Company ("Good Reason," "Cause", and "Change in Control"
to be defined in a manner consistent with the most recent
grant of Restricted Stock by the Company to the Executive).
Dated: Effective as of January 1, 2000
/s/ PAUL MANLEY
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Paul Manley, Chairman
Compensation Committee
Acknowledged and Accepted:
/s/ ALBERT H. NAHMAD
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Albert H. Nahmad