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EXHIBIT 10.2
FLOYD W. GLISSON
EMPLOYMENT ARRANGEMENT
Term: 1/1/2001 to 6/30/2005 unless earlier terminated
Salary: 1/1/2001 to 6/30/2001 $250,000 per year
7/1/2001 to 6/30/2002 $275,000 per year
7/1/2002 to 6/30/2003 $300,000 per year
7/1/2003 to 6/30/2005 $300,000 + discretionary merit increase
Bonus for 7/1/2000 to 6/30/2001 scaled ratably for actual net income (after
bonuses except for this one) within these parameters:
Net Income Bonus Amount
---------- ------------
Below $3,085,000 None
$3,085,000 $187,500
$4,114,000 $250,000
$6,171,000 or more $375,000
Bonus for 7/1/2001 to 6/30/2005 scaled ratably for actual net income (after
bonuses except for this one) within these parameters:
Net Income %
Of Profit Plan Bonus Amount
-------------- ------------
Below 75% None
75% 45% of annual salary
150% 90% of annual salary
Bonus is earned by Executive on completion of the fiscal year and in the case of
termination by Employer for anything other than cause, a prorated bonus is
earned by Executive for the portion of the current fiscal year based on
month-to-date net income as a percent of month-to-date profit plan net income.
Severance Pay 160% of annual salary for termination by Employer for
anything other than cause, death or disability or for
termination by Executive after a change of control or for
good reason including assignment to Executive by Employer
of duties inconsistent with CEO of a public company.
Restricted Stock Effective March 12, 2001, Executive agrees to surrender
stock options for 300,000 shares granted on July 17,
1998, and Employer grants Executive 300,000 shares of
common stock, all shares subject to repurchase by the
Company that will terminate as to one-half of the shares
on June 30, 2003, and with respect to the remainder of
the shares on June 30, 2005.
Repurchase Upon termination by Employer for any reason other than
cause before June 30, 2003, the Company's repurchase
right will be applied pro-rata to the first 150,000
shares, such pro-rata portion calculated as a percentage
of the number of days
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from the date of termination through June 30, 2003 to the
total number of days from July 1, 2000 through June 30,
2003 (and the Company also has the right to repurchase
all of the remaining 150,000 shares). If such termination
occurs after June 30, 2003, the Company's repurchase
right will be applied pro-rata to the remaining 150,000
shares still subject to such repurchase right, such
pro-rata portion calculated as a percentage of the number
of days from the date of termination through June 30,
2005 to the total number of days from July 1, 2003
through June 30, 2005.
In the event of a change of control or termination by
Executive for good reason, the Company's repurchase right
shall terminate immediately.
Cause Failure to carry out the duties of the position;
committing a felony that reasonably prohibits Executive
from obtaining finding of suitability; chronic use of
alcohol or drug abuse that materially interferes with
Executive's performance of duties; any act or omission by
Executive which substantially impairs Employer's
business, goodwill or reputation; material violation of
this agreement by Executive.
Good Reason Assignment to Executive by Employer of duties materially
inconsistent with his status as CEO of Employer, or other
material diminution of authority, title or duties;
material violation of this agreement by Employer.
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