EXHIBIT 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "AGREEMENT"), is made and
entered into as of this 15th day of June, 2004, by and between SeaLife
Corporation, a Delaware corporation (the "COMPANY"), and Barre Rorabaugh (the
"EXECUTIVE").
1. EFFECTIVENESS. This Agreement supersedes and cancels that
certain Executive Employment Agreement, dated as of June 14, 2004, by and
between Sealife Marine Products, Inc., a California corporation and Executive.
2. ENGAGEMENT AND DUTIES.
2.1 ENGAGEMENT. Commencing on June 15, 2004 (the
"EFFECTIVE DATE"), and upon the terms and subject to the conditions set forth in
this Agreement, the Company hereby engages and employs the Executive as an
officer of the Company's indirect wholly-owned subsidiary, SeaLife Marine
Products, Inc. (the "SUBSIDIARY"), with the title and designation of President
of the Subsidiary, and the Executive hereby accepts such engagement and
employment.
2.2 DUTIES AND RESPONSIBILITIES. The Executive's duties
and responsibilities shall be those normally and customarily vested in the
offices of President of a corporation, subject to the supervision, direction and
control of the Board of Directors of the Company (the "BOARD"). The Executive's
duties shall include such duties and services for the Company and its affiliates
as the Board shall from time to time reasonably direct. The Executive shall
report directly to the Board.
2.3 DEVOTION OF TIME. The Executive agrees to devote his
primary business time, energies, skills, efforts and attention to his duties
hereunder, and will not, without the prior written consent of the Company, which
consent will not be unreasonably withheld, conditioned or delayed, render any
material services to any other business concern. The Executive will use his best
efforts and abilities faithfully and diligently to promote the Company's and the
Subsidiary's business interests.
2.4 LOCATION. Except for routine travel incident to the
business of the Company or the Subsidiary, the Executive shall perform his
duties and obligations under this Agreement principally from an office provided
by the Company in Los Angeles, California, or such other location in Los Angeles
County or Ventura County, California, as the Board may from time to time
determine.
3. TERM OF EMPLOYMENT. The Executive's employment pursuant to
this Agreement shall commence on the Effective Date and shall terminate on the
earliest to occur of the following:
(a) the close of business on December 31, 2008;
(b) the death of the Executive;
(c) delivery to the Executive of written notice of
termination by the Company if the Executive shall suffer a "PERMANENT
DISABILITY," which for purposes of this Agreement shall mean a physical or
mental disability which, in the reasonable judgment of the Board, is likely to
render the Executive unable to perform his duties and obligations under this
Agreement for one hundred twenty (120) days or more in any twelve (12)-month
period;
(d) delivery to the Executive of written notice of
termination by the Company "for cause," by reason of: (i) any act or omission
knowingly undertaken or omitted by the Executive with the intent of causing
damage to the Company or the Subsidiary, or their respective properties, assets
or business, or shareholders, officers, directors or employees; (ii) any act of
the Executive involving a material personal profit to the Executive involving
properties, assets or funds of the Company or any of its subsidiaries, including
the Subsidiary, including, without limitation, any fraud, misappropriation or
embezzlement; (iii) the Executive's consistent failure to perform his normal
duties or any obligation under any provision of this Agreement, in either case,
as directed by the Board and following written notice by the Board and a
reasonable opportunity to cure by the Executive; (iv) conviction of, or pleading
nolo contendere to, (A) any crime or offense involving monies or other property
of the Company; (B) any felony offense; or (C) any crime of moral turpitude; or
(v) the chronic or habitual use or consumption of drugs or alcoholic beverages;
and
(e) delivery to the Executive of written notice of
termination by the Company "WITHOUT CAUSE."
4. COMPENSATION; EXECUTIVE BENEFIT PLANS.
4.1 BASE SALARY. The Company shall pay to the Executive a
base salary (the "BASE SALARY") at an annual rate of One Hundred Fifty Thousand
Dollars ($150,000) during each fiscal year in which this Agreement is in effect
(the "REGULAR COMPENSATION ARRANGEMENT"), subject to adjustment, upward but not
downward, by the Board on an annual basis at the beginning of each fiscal year.
The Base Salary shall be payable in installments throughout the year in the same
manner and at the same times the Company pays base salaries to other executive
officers of the Company. Notwithstanding the foregoing, for the period
commencing on the Effective Date and ending on the date the Company completes a
"QUALIFIED FINANCING" (as defined below), the Base Salary will be payable as
follows (the "PRE-FINANCING COMPENSATION ARRANGEMENT"): (i) payment monthly, at
the Company's option, of either (a) a cash amount equal to two hundred percent
(200%) of the applicable minimum wage amount then in effect in the State of
California for a month of work based on forty hours of work per week (currently
calculated to be $2,340.00 in the aggregate for a month of work) (the "CASH
PORTION"), or (b) a number of shares of common stock, par value $0.0001 per
share of the Company ("COMMON STOCK"), having a value at the time of issuance,
based on the average trading price of Common Stock, as quoted on the Over The
Counter Bulletin Board, for the twenty (20) consecutive trading days immediately
preceding the date of issuance of such shares of Common Stock, equal to the Cash
Portion (the "OPTIONAL COMPENSATION COMMON STOCK"), to be issued to the
Executive without restriction pursuant to a Form S-8 Registration Statement (the
"S-8 REGISTRATION STATEMENT"); plus (ii) issuance monthly of a number of shares
of Common Stock having a value at the time of issuance, based on the average
trading price of Common Stock, as quoted on the Over The Counter Bulletin Board,
for the twenty (20) consecutive trading days immediately preceding the date of
issuance of such shares of Common Stock, of not less than $10,160.00 (the
"MANDATORY COMPENSATION COMMON STOCK" and together with the Optional
Compensation Common Stock, the "COMPENSATION COMMON STOCK"), to be issued to the
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Executive without restriction pursuant to the S-8 Registration Statement. For
purposes of this Agreement, a "QUALIFIED FINANCING" shall mean the completion of
an equity or debt financing by the Company in which a gross amount equal to or
greater than $________________ is invested in or loaned to the Company in one or
a series of related transactions. The Company will use commercially reasonable
efforts to complete the Qualified Financing within six (6) months following the
Effective Date. The Company will prepare and file the S-8 Registration Statement
as soon as reasonably practicable following the Effective Date, and will update
the S-8 Registration Statement and otherwise keep it current as necessary in
order for the Executive to receive and sell the Compensation Common Stock as it
is issued pursuant to valid exemptions from registration statement and
prospectus delivery requirements under applicable federal and state securities
laws. The foregoing Pre-Financing Arrangement will be pro-rated to and including
the date on which a Qualified Financing is completed, and thereafter the Regular
Compensation Arrangement will apply.
4.2 SEVERANCE. In the event that the Executive's
employment is terminated pursuant to SECTION 3(E) above, subject to the
qualification set forth below with respect to terminations that occur within one
(1) year following the Effective Date: (i) the Company shall continue to pay the
Executive's then-current Base Salary in accordance with SECTION 4.1 above, (A)
for a period of two (2) months if the effective date of such termination occurs
prior to the three (3)-month anniversary of the Effective Date; (B) for a period
of four (4) months if the effective date of such termination occurs between the
three (3)-month and the six (6)-month anniversaries of the Effective Date; (C)
for a period of six (6) months if the effective date of such termination occurs
between the six (6)-month and the twelve (12)-month anniversary of the Effective
Date; and (D) for a period of twelve (12) months if the effective date of such
termination occurs after the twelve (12)-month anniversary of the Effective
Date; and (ii) the Executive shall retain only those options described in
SECTION 4.5 below that have vested prior to the effective date of such
termination. Notwithstanding the foregoing, in the event the Executive's
employment is terminated in accordance with SECTION 3(E) above within one (1)
year following the Effective Date, the severance payment described above will be
paid (i) one-half in the form of Common Stock having a value at the time of
issuance, based on the average trading price of Common Stock, as quoted on the
Over The Counter Bulletin Board, for the twenty (20) consecutive trading days
immediately preceding the date of issuance of such shares of Common Stock, of
not less than one-half of the dollar amount of the applicable severance payment
to be issued to the Executive without restriction pursuant to a Form S-8
Registration Statement, and (ii) one-half in the form of Common Stock having a
value at the time of issuance, based on the average trading price of Common
Stock, as quoted on the Over The Counter Bulletin Board, for the twenty (20)
consecutive trading days immediately preceding the date of issuance of such
shares of Common Stock, of not less than one-half of the dollar amount of the
applicable severance payment the resale of which is subject to the restrictions
under Rule 144 promulgated under the Securities Act of 1933, as amended. In
addition, the Company shall not be obligated to pay the Executive any amounts
hereunder following the termination of the Executive's employment pursuant to
SECTION 3(E) above from and after any time that the Executive accepts an
employment or consulting position with any person or entity that is determined
by the Board, in the exercise of its reasonable discretion, to be a competitor
of the Company.
4.3 PERFORMANCE BONUS. In addition to the Base Salary to
be paid to the Executive hereunder, the Company shall pay the Executive a
performance bonus (the "BONUS") determined in accordance with a management
incentive plan to be agreed upon between the Executive and the Board (the
"MANAGEMENT INCENTIVE PLAN") on an annual basis. The
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Management Incentive Plan will provide for the payment of Bonus amounts equal to
the respective percentages of the Subsidiary's targeted earnings before interest
and tax set forth in EXHIBIT A attached hereto and by this reference made a part
hereof, and for payments of such lesser or greater Bonus amounts upon achieving
results less than or greater than the targeted objectives as shall be contained
in the applicable Management Incentive Plan.
4.4 VACATION. The Executive shall be entitled each year
to vacation for a minimum of four (4) calendar weeks, plus such additional
period or periods as the Board may approve in the exercise of its reasonable
discretion, during which time his compensation shall be paid in full.
4.5 STOCK OPTIONS. The Executive shall be granted options
(the "OPTIONS") to purchase shares of Common Stock in the respective amounts set
forth on EXHIBIT A upon achievement of the respective targets specified thereon,
in each case at a per share exercise price equal to the "fair market value" of
such shares on the date of grant as set forth in the Company's Stock Incentive
Plan (the "STOCK PLAN"). The Options shall be issued pursuant to the terms of
the Stock Plan, and shall vest as to 1/48th of the Options on the last day of
each calendar month thereafter until fully vested. The Option Agreement pursuant
to which the Options are granted will provide for the acceleration of all
vesting upon a change of control, as defined in the Option Agreement.
4.6 EXPENSE REIMBURSEMENTS. The Executive shall be
entitled to reimbursement from the Company for the reasonable costs and expenses
which he incurs in connection with the performance of his duties and obligations
under this Agreement in a manner consistent with the Company's practices and
policies as adopted or approved from time to time by the Board for executive
officers.
4.7 WITHHOLDING. The Company may deduct from any
compensation payable to the Executive the minimum amounts sufficient to cover
applicable federal, state and/or local income tax withholding, old-age and
survivors' and other social security payments, state disability and other
insurance premiums and payments ("TAXES"). To the extent that the Executive
receives Compensation Common Stock, Executive shall be responsible for any and
all amounts of Taxes the Company is required to (or would be required to) pay or
withhold as a result of the grant of Compensation Common Stock in accordance
with this Agreement. Accordingly, within five (5) business days of the delivery
of any shares of Compensation Common Stock to the Executive, the Executive shall
pay over to the Company the amounts of minimum withholding requirements of Taxes
(as stated in a written notice delivered to the Executive concurrently with the
delivery of Compensation Common Stock) the Company will be required to (or would
be required to) pay in connection with the issuance of any and all Compensation
Common Stock to the Executive in accordance with this Agreement.
4.8 PAYMENT MECHANICS. The Company may issue,
periodically as payments are due or as an aggregate sum for a period agreed upon
by the Company and the Executive, any Compensation Common Stock issuable
pursuant to the terms of SECTION 4 of this Agreement. In the event the Company
determines to issue an aggregate sum for any agreed upon period pursuant to this
SECTION 4.8, the Executive shall only be permitted to draw down or otherwise
receive and utilize such shares of Compensation Common Stock as shall be
sufficient to compensate the Executive for any periodic payments then due
pursuant to the terms of this Agreement, upon written approval of such draw down
from the Company. Unless the Company provides written notice to the Executive
detailing the reasons for which it shall not provide such
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approval, the Company shall provide written approval pursuant to this SECTION
4.8 no later than the date that any periodic payment required under SECTION 4
shall become due.
5. OTHER BENEFITS. During the term of his employment hereunder,
the Executive shall be eligible to participate in all operative employee benefit
and welfare plans of the Company then in effect from time to time and in respect
of which executive officers of the Company generally are entitled to
participate, including, to the extent then in effect, group life, medical,
disability and other insurance plans, all on the same basis applicable to
employees of the Company whose level of management and authority is comparable
to that of the Executive.
6. CONFIDENTIALITY OF PROPRIETARY INFORMATION AND MATERIAL.
6.1 INDUSTRIAL PROPERTY RIGHTS. For purposes of this
Agreement, "INDUSTRIAL PROPERTY RIGHTS" shall mean all of the Company's patents,
trademarks, trade names, inventions, copyrights, know-how or trade secrets,
formulas and science, now in existence or hereafter developed or acquired by the
Company or for its use, relating to any and all products and services which are
developed, formulated and/or manufactured by the Company or any of its
subsidiaries.
6.2 TRADE SECRETS. For purposes of this Agreement, "TRADE
SECRETS" shall mean any formula, pattern, device or compilation of information
that is used in the Company's business and gives the Company an opportunity to
obtain an advantage over its competitors who do not know and/or do not use it.
This term includes, but is not limited to, information relating to the marketing
of the Company's products and services, including price lists, pricing
information, customer lists, customer names, the particular needs of customers,
information relating to their desirability as customers, financial information,
intangible property and other such information which is not in the public
domain.
6.3 TECHNICAL DATA. For purposes of this Agreement,
"TECHNICAL DATA" shall mean all information of the Company in written, graphic
or tangible form relating to any and all products which are developed,
formulated and/or manufactured by the Company, as such information exists as of
the Effective Date or is developed by the Company during the term hereof.
6.4 PROPRIETARY INFORMATION. For purposes of this
Agreement, "PROPRIETARY INFORMATION" shall mean all of the Company's Industrial
Property Rights, Trade Secrets and Technical Data. Proprietary Information shall
not include any information which (i) was lawfully in the possession of the
Executive prior to the Executive's employment with the Company, (ii) may be
obtained by a reasonably diligent businessperson from readily available and
public sources of information, (iii) is lawfully disclosed to the Executive
after termination of the Executive's employment by a third party who does not
have an obligation to the Company to keep such information confidential, or (iv)
is independently developed by the Executive after termination of the Executive's
employment with the Company without utilizing any of the Company's Proprietary
Information.
6.5 AGREEMENT NOT TO COPY OR USE. The Executive agrees,
at any time during the term of his employment and for a period of ten (10) years
thereafter, not to copy, use or disclose (except as required by law after first
notifying the Company and giving it an opportunity to object) any Proprietary
Information without the Company's prior written
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permission. The Company may withhold such permission as a matter within its sole
discretion during the term of this Agreement and thereafter.
7. RETURN OF CORPORATE PROPERTY AND TRADE SECRETS. Upon any
termination of this Agreement, the Executive shall turn over to the Company all
property, writings or documents then in his possession or custody belonging to
or relating to the affairs of the Company or comprising or relating to any
Proprietary Information.
8. DISCOVERIES AND INVENTIONS.
8.1 DISCLOSURE. The Executive will promptly disclose in
writing to the Company complete information concerning each and every invention,
discovery, improvement, device, design, apparatus, practice, process, method,
product or work of authorship, whether patentable or not, made, developed,
perfected, devised, conceived or first reduced to practice by the Executive,
whether or not during regular working hours (hereinafter referred to as
"DEVELOPMENTS"), either solely or in collaboration with others, (a) prior to the
term of this Agreement while working for the Company, (b) during the term of
this Agreement or (c) within six (6) months after the term of this Agreement, if
relating either directly or indirectly to the business, products, practices,
techniques or Proprietary Information of the Company.
8.2 ASSIGNMENT. The Executive, to the extent that he has
the legal right to do so, hereby acknowledges that any and all Developments are
the property of the Company and hereby assigns and agrees to assign to the
Company any and all of the Executive's right, title and interest in and to any
and all of such Developments; PROVIDED, HOWEVER, that, in accordance with
California Labor Code Sections 2870 and 2872, the provisions of this SECTION 8.2
shall not apply to any Development that the Executive developed entirely on his
own time without using the Company's equipment, supplies, facilities or trade
secret information except for those Developments that either:
(a) relate at the time of conception or reduction to
practice of the Development to the Company's business, or actual or demonstrably
anticipated research or development of the Company; or
(b) result from any work performed by the Executive for
the Company.
8.3 ASSISTANCE OF THE EXECUTIVE. Upon request and without
further compensation therefor, but at no expense to the Executive, and whether
during the term of this Agreement or thereafter, the Executive will do all
reasonable lawful acts, including, but not limited to, the execution of papers
and lawful oaths and the giving of testimony, that, in the reasonable opinion of
the Company, its successors and assigns, may be necessary or desirable in
obtaining, sustaining, reissuing, extending and enforcing United States and
foreign Letters Patent, including, but not limited to, design patents, on any
and all Developments and for perfecting, affirming and recording the Company's
complete ownership and title thereto, subject to the proviso in SECTION 8.2
hereof, and the Executive will otherwise reasonably cooperate in all proceedings
and matters relating thereto.
8.4 RECORDS. The Executive will keep complete and
accurate accounts, notes, data and records of all Developments in the manner and
form requested by the Company. Such accounts, notes, data and records shall be
the property of the Company, subject to the proviso in SECTION 8.2 hereof, and,
upon request by the Company, the Executive will promptly surrender the
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same to it or, if not previously surrendered upon its request or otherwise, the
Executive will surrender the same, and all copies thereof, to the Company upon
the conclusion of his employment.
8.5 OBLIGATIONS, RESTRICTIONS AND LIMITATIONS. The
Executive understands that the Company may enter into agreements or arrangements
with agencies of the United States Government and that the Company may be
subject to laws and regulations which impose obligations, restrictions and
limitations on it with respect to inventions and patents which may be acquired
by it or which may be conceived or developed by employees, consultants or other
agents rendering services to it. The Executive agrees that he shall be bound by
all such obligations, restrictions and limitations applicable to any such
invention conceived or developed by him during the term of this Agreement and
shall take any and all further action which may be required to discharge such
obligations and to comply with such restrictions and limitations.
9. NON-SOLICITATION COVENANT.
9.1 NONSOLICITATION AND NONINTERFERENCE. During the term
of this Agreement and for a period of two (2) years thereafter, the Executive
shall not (a) induce or attempt to induce any employee of the Company to leave
the employ of the Company or in any way interfere adversely with the
relationship between any such employee and the Company, (b) induce or attempt to
induce any employee of the Company to work for, render services or provide
advice to or supply confidential business information or trade secrets of the
Company to any third person, firm or corporation or (c) induce or attempt to
induce any customer, supplier, licensee, licensor or other business relation of
the Company to cease doing business with the Company or in any way interfere
with the relationship between any such customer, supplier, licensee, licensor or
other business relation and the Company.
9.2 INDIRECT SOLICITATION. The Executive agrees that,
during the term of this Agreement and the period covered by SECTION 9.1 hereof,
he will not, directly or indirectly, assist or encourage any other person in
carrying out, directly or indirectly, any activity that would be prohibited by
the provisions of SECTION 9.1 if such activity were carried out by the
Executive, either directly or indirectly; and, in particular, the Executive
agrees that he will not, directly or indirectly, induce any employee of the
Company to carry out, directly or indirectly, any such activity.
10. INJUNCTIVE RELIEF. The Executive hereby recognizes,
acknowledges and agrees that in the event of any breach by the Executive of any
of his covenants, agreements, duties or obligations contained in SECTIONS 6, 7,
8 and 9 of this Agreement, the Company would suffer great and irreparable harm,
injury and damage, the Company would encounter extreme difficulty in attempting
to prove the actual amount of damages suffered by the Company as a result of
such breach, and the Company would not be reasonably or adequately compensated
in damages in any action at law. The Executive therefore covenants and agrees
that, in addition to any other remedy the Company may have at law, in equity, by
statute or otherwise, in the event of any breach by the Executive of any of his
covenants, agreements, duties or obligations contained in SECTIONS 6, 7, 8 and 9
of this Agreement, the Company shall be entitled to seek and receive temporary,
preliminary and permanent injunctive and other equitable relief from any court
of competent jurisdiction to enforce any of the rights of the Company, or any of
the covenants, agreements, duties or obligations of the Executive hereunder,
and/or otherwise to prevent the violation of any of the terms or provisions
hereof, all without the necessity of proving the amount of any actual damage to
the Company or any affiliate thereof resulting therefrom;
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provided, however, that nothing contained in this SECTION 10 shall be deemed or
construed in any manner whatsoever as a waiver by the Company of any of the
rights which the Company may have against the Executive at law, in equity, by
statute or otherwise arising out of, in connection with or resulting from the
breach by the Executive of any of his covenants, agreements, duties or
obligations hereunder.
11. MISCELLANEOUS.
11.1 REFERENCE TO COMPANY. For purposes of SECTIONS 6
through 10 hereof, any individual reference to the Company shall also be deemed
to be, and shall be interpreted as, an individual reference to the Subsidiary.
11.2 ARBITRATION. The parties agree that they will use
their best efforts to amicably resolve any dispute arising out of or relating to
this Agreement. Any controversy, claim or dispute that cannot be so resolved
shall be settled by final binding arbitration in accordance with the rules of
the American Arbitration Association and judgment upon the award rendered by the
arbitrator or arbitrators may be entered in any court having jurisdiction
thereof. Any such arbitration shall be conducted in Los Angeles County,
California, or such other place as may be mutually agreed upon by the parties.
Within fifteen (15) days after the commencement of the arbitration, each party
shall select one person to act arbitrator, and the two arbitrators so selected
shall select a third arbitrator within ten (10) days of their appointment. Each
party shall bear its own costs and expenses and an equal share of the
arbitrator's expenses and administrative fees of arbitration.
11.3 NOTICES. All notices, requests and other
communications (collectively, "NOTICES") given pursuant to this Agreement shall
be in writing, and shall be delivered by personal service or by United States
first class, registered or certified mail (return receipt requested), postage
prepaid, addressed to the party at the address set forth below:
If to the Company:
SeaLife Corporation
5601 West Slauson Avenue, Suite 283
Culver City, California 90203
Attn: Board of Directors
If to the Executive, at the address maintained for
the Executive in the Company's payroll records.
Any Notice shall be deemed duly given when received by the
addressee thereof, provided that any Notice sent by registered or certified mail
shall be deemed to have been duly given three (3) days from date of deposit in
the United States mails, unless sooner received. Either party may from time to
time change his or its address for further Notices hereunder by giving Notice to
the other party in the manner prescribed in this SECTION 11.2.
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11.4 ENTIRE AGREEMENT. This Agreement contains the sole
and entire agreement and understanding of the parties with respect to the entire
subject matter of this Agreement, and any and all prior agreements, discussions,
negotiations, commitments and understandings, whether oral or otherwise, related
to the subject matter of this Agreement are hereby merged herein. No
representations, oral or otherwise, express or implied, other than those
contained in this Agreement have been relied upon by any party to this
Agreement.
11.5 ATTORNEYS' FEES. If any action, suit or other
proceeding is instituted to remedy, prevent or obtain relief from a default in
the performance by any party of its obligations under this Agreement, the
prevailing party shall recover all of such party's costs and reasonable
attorneys' fees incurred in each and every such action, suit or other
proceeding, including any and all appeals or petitions therefrom.
11.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.
11.7 CAPTIONS. The various captions of this Agreement are
for reference only and shall not be considered or referred to in resolving
questions of interpretation of this Agreement.
11.8 COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.
11.9 BUSINESS DAY. If the last day permissible for
delivery of any Notice under any provision of this Agreement, or for the
performance of any obligation under this Agreement, shall be other than a
business day, such last day for such Notice or performance shall be extended to
the next following business day (provided, however, under no circumstances shall
this provision be construed to extend the date of termination of this
Agreement).
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
COMPANY: EXECUTIVE:
SEALIFE CORPORATION
/s/ Robert McCaslin /s/ Barre Rorabaugh
By: -------------------------------------- --------------------------------
Robert McCaslin, Chairman of the Board Barre Rorabaugh
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EXHIBIT A
BONUS PLAN AND STOCK PLAN
YEAR MEET PLAN EXCEED PLAN EXCEED PLAN
BY 10% BY 20%
2004
PROFIT BEFORE INTEREST AND TAX BONUS BOARD DISCRETION
STOCK GRANT 50,000 70,000 90,000
2005
PROFIT BEFORE INTEREST AND TAX BONUS 4% 5% 6%
STOCK OPTIONS 100,000 150,000 200,000
2006
PROFIT BEFORE INTEREST AND TAX BONUS 3% 4% 5%
STOCK OPTIONS 200,000 300,000 400,000
2007
PROFIT BEFORE INTEREST AND TAX BONUS 2% 3% 4%
STOCK OPTIONS 300,000 500,000 700,000
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