THIS AGREEMENT is made and entered into as of this 3rd day of January,
1994, by and between John Wilkinson (hereinafter referred to as "Employee"), and
Track 'N Trail, a California corporation (hereinafter referred to as "Track 'N
IN CONSIDERATION of the mutual promises set forth below, Employee and Track
'N Trail hereby agree as follows:
1. EMPLOYMENT. Track 'N Trail hereby agrees to employ Employee, and
Employee agrees to provide services to Track 'N Trail in the position of
V.P.-Marketing on an "at-will" basis, subject to the terms and conditions
hereinafter set forth.
2. DUTIES. Subject to the control of Track 'N Trail's Board of Directors
and/or Track 'N Trail management personnel with authority over Employee,
Employee shall perform the duties and responsibilities set forth in Attachment A
and such other duties and responsibilities assigned from time-to-time which are
commensurate with Employee's role as Track 'N Trail's V.P.-Marketing.
Throughout the term of this Agreement, Employee shall devote all of his or her
energies, interest, abilities and productive time to the performance of his or
her duties and responsibilities under this Agreement, and shall not, without
Track 'N Trail's prior written consent, render services to any other person or
entity or otherwise engage in any other activity that would materially interfere
with the performance of such duties and responsibilities under this Agreement.
3. TERM. The term of this Agreement shall be two (2) year(s) from the
effective date of this Agreement and shall extend and renew for a one-year
period each anniversary date thereafter, unless terminated as set forth herein.
Employee or Track 'N Trail may terminate Employee's employment and this
Agreement with or without "cause" (including by reason of Employee's disability
for more than four months or death) upon thirty (30) days' written notice to the
other party. Additionally, Track 'N Trail may terminate this Agreement and
Employee's employment for "cause" immediately without notice. "Cause" shall be
defined as follows:
a. Employee being convicted of, pleading guilty or NOLO CONTENDERE
to, or confessing to any act of fraud, misappropriation or embezzlement, or to
b. Employee engaging in dishonest acts to the detriment of Track 'N
c. Employee otherwise failing to comply with the terms of this
Agreement and/or engaging in misconduct in violation of Track 'N Trail policies.
4. PAY ON TERMINATION. Should Track 'N Trail terminate this Agreement
and Employee's employment without cause as defined above and/or materially
breach any portion of this Agreement, Track 'N Trail shall tender to Employee an
amount equal to one (1 ) year of pay, to be calculated at the highest rate of
pay Employee has received from Track 'N Trail in the two-year period prior to
Employee's termination. Payments of said sum shall be made on Employee's last
day of employment, or on terms mutually agreeable to Employee and Track 'N
5. WORKING CONDITIONS. Track 'N Trail agrees that during the term of
this Agreement Track 'N Trail:
a. Shall provide, establish and maintain reasonable working
conditions for Employee and abide by all state, federal and local employment
regulations and law;
b. Shall not, without the written consent of Employee, materially
alter or reduce the duties and responsibilities assigned to Employee as set
forth in Attachment A to this Agreement; or
c. Shall not, without written consent of Employee, require Employee
to relocate to any office in excess of thirty (30) miles from El Dorado Hills,
Notwithstanding anything to the contrary in this paragraph 5 or this
Agreement overall, Track 'N Trail's failure to meet any of its obligations under
this paragraph 5 shall constitute a termination of Employee without cause
entitling Employee to the sole remedy of electing to continue his or her
employment notwithstanding such failure or to leave Track 'N Trail's employ and
receive compensation from Track 'N Trail pursuant to the provisions of paragraph
6. COMPENSATION. Employee agrees to accept and Track 'N Trail agrees to
pay for Employee's services at the rate of $105,000 per year. Employee shall be
eligible to receive bonuses on the same terms and conditions as other similarly
situated employees. Track 'N Trail reserves the right to increase Employee's
compensation rate prospectively at any time.
7. CONFIDENTIAL INFORMATION. Employee will, in the course of Employee's
duties on behalf of Track 'N Trail, be advised of certain business matters and
affairs of Track 'N Trail regarding its clients and the management of its
business. The duties performed by Employee for Track 'N Trail place Employee in
a position of trust and confidence with respect to certain trade secrets and
other proprietary information relating to the business of Track 'N Trail and not
generally known to the public. These trade secrets include, but are not limited
to, Track 'N Trail's price lists, advertising and promotional ideas and
strategies, customer lists, and formulas, patterns, devices, processes,
compilations of information, records, and specifica-
tions which are owned by Track 'N Trail and which are regularly used in the
operation of Track 'N Trail (hereinafter "confidential information"). Employee
will not, either during the term of Employee's employment or any time in the
future, directly or indirectly:
a. Disclose or furnish, directly or indirectly, to any other person,
firm, agency, corporation, client, business, or enterprise, any confidential
information acquired by Employee during the term of this Agreement;
b. Individually or in conjunction with any other person, firm,
agency, company, client, business or corporation, employ or cause to be employed
any confidential information in any manner whatsoever, except in furtherance of
the business of Track 'N Trail;
c. Without the written consent of Track 'N Trail, publish, deliver,
or commit to being published or delivered, any copies, abstracts, or summaries
of any files, records, documents, drawings, specifications, lists, equipment,
and similar items relating to the business of Track 'N Trail, whether prepared
by the Employee or otherwise coming into the Employee's possession, except to
the extent required in the ordinary course of Track 'N Trail's business;
d. Attempt to encourage, induce, or otherwise solicit, directly or
indirectly, any other employee of Track 'N Trail to breach an employment
agreement with Track 'N Trail or to otherwise interfere with the advantageous
business relationship of Track 'N Trail with its employees.
All files, records, documents, drawings, specifications, lists, equipment
and similar items relating to the business of Track 'N Trail, whether prepared
by Employee or otherwise coming into the Employee's possession, shall remain the
exclusive property of Track 'N Trail and shall not be removed from the premises
of Track 'N Trail under any circumstances whatsoever without the prior written
consent of an officer of Track 'N Trail.
Upon termination of Employee's employment, Employee agrees to immediately
return to Track 'N Trail all property of Track 'N Trail in as good condition as
when received by Employee (normal wear and tear excepted) including, but not
limited to, all files, records, documents, drawings, specifications, lists,
equipment and supplies, promotional materials and similar items relating to the
business of Track 'N Trail.
8. REPAYMENTS. Employee hereby expressly agrees to repay to Track 'N
Trail any and all sums owed by Employee to Track 'N Trail immediately upon
termination of Employee's employment.
9. ARBITRATION. In the event Employee's employment and this Agreement
are terminated, and Employee believes the termination was wrongful and/or
violated any of Employee's rights, Employee and Track 'N Trail agree to submit
any dispute arising out of the termination of Employee's employment, including,
but not limited to, claims of termination allegedly resulting from
discrimination on the basis of race, sex, age, national origin, ancestry, color,
religion, marital status, status as a veteran of the Vietnam era, physical or
mental disability, medical condition, or any other basis prohibited by law,
exclusively to final and binding arbitration before a neutral arbitrator.
If Employee and Track 'N Trail are unable to agree upon a neutral
arbitrator, Track 'N Trail will obtain a list of arbitrators from a state or
federal arbitration service. Employee (first) and then Track 'N Trail will
alternately strike names from the list until one name remains; the remaining
person shall be the arbitrator. The arbitrator shall be bound by the
qualifications and disclosure provisions and the procedures set forth in the
1989 Model Employment Arbitration Procedures of the American Arbitration
Association and shall order such discovery as is appropriate to the nature of
the claim and necessary to the adjudication thereof.
Arbitration proceedings shall be held in the city or town where Employee's
employment services were performed, at Track 'N Trail headquarters or at any
other location mutually agreed upon by Employee and Track 'N Trail. The
arbitrator shall determine the prevailing party in the arbitration and the costs
of the arbitration shall be paid by the nonprevailing party.
Employee and Track 'N Trail agree that this arbitration shall be the
exclusive means of resolving any dispute arising out of Employee's termination
and that no other action will be brought by Employee in any court or other
forum. ONLY THE ARBITRATOR, NOT A JUDGE OR JURY, WILL DECIDE THE DISPUTE.
If Employee decides to dispute Employee's termination, Employee agrees to
deliver a written request for arbitration to Track 'N Trail within one year of
the date of Employee's termination and to respond within 14 calendar days to
each communication regarding the selection of an arbitrator and the scheduling
of a hearing and other matters related to arbitration
proceedings. If Track 'N Trail does not receive a written request for
arbitration from Employee within one year from the date of Employee's
termination or if Employee does not respond to any communication from Track 'N
Trail about the arbitration proceedings within 14 calendar days, Employee agrees
Employee will have waived any right to raise any claims arising out of the
termination of Employee's employment with Track 'N Trail in arbitration or in
any court or other forum. The limitations set forth in this paragraph shall not
be subject to tolling, equitable or otherwise.
The arbitrator shall be permitted to award only those remedies in law or
equity which are requested by the parties and supported by credible, relevant
evidence. The provisions of this arbitration provision shall survive the
termination of this Agreement and Employee's employment, and shall remain in
full force and effect thereafter.
Employee and Track 'N Trail agree that if any court of competent
jurisdiction declares that any part of this arbitration provision is illegal,
invalid or unenforceable, such a declaration will not affect the legality,
validity or enforceability of the remaining parts of the arbitration provision
and the illegal, invalid or unenforceable part will no longer be part of this
10. POLICIES. Employee shall be bound by all the policies, rules and
regulations of Track 'N Trail now in force, and by all such other policies,
rules and regulations as may be hereafter implemented and called to his/her
notice, and will faithfully observe and abide by the same.
11. OTHER TERMS AND CONDITIONS OF EMPLOYMENT. See Attachment B - Bonus
Program. See Attachment C - Stock Appreciation Rights Agreement (If none,
Employee initial here. _____).
12. INDEMNIFICATION. Track 'N Trail agrees that Track 'N Trail shall
indemnify and hold Employee harmless for any and all losses, costs, damages,
expenses, including attorneys' fees, incurred by Employee as a direct
consequence of the discharge of his/her duties as such and/or by reason of the
fact that Employee is or was an agent of Track 'N Trail. Track 'N Trail further
agrees to indemnify and hold Employee harmless for any and all losses, costs,
damages, expenses, including attorneys' fees, incurred by Employee arising out
of Track 'N Trail's breach of this Agreement or any part thereof, regardless of
the judgment or decisions arising therefrom.
13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
parties hereto and upon their heirs, administrators, representatives, executors,
successors and assigns and shall inure to the benefit of said parties and each
of them and their heirs, administrators, representatives, executors, successors
and assigns provided, however, that in no event may Employee assign his or her
rights or delegate his or her duties under this Agreement to any other party
without the prior written consent of Track 'N Trail.
14. SEVERABILITY. Track 'N Trail and Employee agree that should any
provision of this Agreement be declared or be determined by any court of
competent jurisdiction to be illegal, invalid or unenforceable, the legality,
validity and enforceability of the remaining parts, terms and provisions shall
not be affected thereby, and said illegal, unenforceable or invalid part, term
or provision will be deemed not to be part of this Agreement.
15. ENTIRE UNDERSTANDING. This Agreement contains all the understandings
and agreements between the parties concerning Employee's employment and Employee
acknowledges that no person who is either an agent or employee of Track 'N Trail
may orally or by conduct modify, delete, vary, or contradict, the terms and
conditions set forth herein. This Agreement replaces any and all prior
agreements between Employee and Track 'N Trail related to Employee's employment
and any and all such prior Agreements are hereby canceled.
IN WITNESS WHEREOF, the parties have executed this Agreement at El Dorado
Hills, California to be effective as of the date first written above.
/s/ JOHN WILKINSON
TRACK 'N TRAIL, a California corporation
By: /s/ DAVE SUECHTING, JR.
Name: Dave Suechting, Jr.
Copy Delivered to Employee
JOB DESCRIPTION - VICE PRESIDENT OF MARKETING
1.1 The purpose of this procedure is to define and establish the job
description of Vice President of Marketing.
1.2 The basic function of the Vice President of Marketing is to create
the demand for Track 'N Trail products through the effective
management of advertising, merchandising and distributing of shoe
2.1 As an officer of Track 'N Trail the Vice President of Marketing is
appointed at will by Track 'N Trail and reports directly to the
Executive Vice President/C.O.O.
2.2 The following positions report directly to the Vice President of
2.21 Advertising Director
2.22 Merchandising Manager
2.23 Director of Planning and Distribution.
2.3 The Vice President of Marketing has the authority to execute the
approved marketing budget providing sales and income levels are at
plan or better. All spending level adjustments will be in the
form of recommendations to the Executive Vice President if sales
and income are below planned budget.
2.4 The Vice President of Marketing has the authority to hire,
commend, promote, and terminate those personnel reporting directly
2.5 The Vice President of Marketing has the authority to conduct
compensation reviews for those personnel reporting to him/her.
Any changes will be in the form of recommendations and as part of
the budget process.
The Vice President of Marketing is responsible for the following:
3.1 Directing, managing and controlling the marketing functions in the
most efficient manner to achieve sales and growth goals within the
planned budget of the Marketing Director.
3.2 Developing, recommending, directing and monitoring the necessary
advertising, merchandising and distributing
strategies to create the demand in Track 'N Trail retail stores.
3.3 Coordinating with the Vice President of Stores those field inputs
to enhance the merchandising functions necessary to support retail
stores in achieving their sales goals.
3.4 Directing the required coordination between Buyers and
distribution to ensure the inventory levels of Track 'N Trail
stores are within the budget plan and consistent with sales
3.5 Execute grand openings, promotions and special events as directed
by the Executive Vice President/C.O.O.
3.6 Plan and direct the marketing activities of Track 'N Trail to
ensure products and services are consistent with the established
3.7 Execute and enforce established Track 'N Trail policies and
personnel practices to ensure compliance and conformity throughout
the Marketing Department.
3.8 Advises and supports the Executive Vice President/C.O.O. on all
3.9 Developing, directing and coordinating the implementation of all
marketing aspects of Track 'N Trail's private label products
including promoting, purchasing, distributing and pricing/costing
of such products.
3.10 Maintain proper allocations of mark up and mark down consistent
with the planned budget.
3.11 Achieving proper contribution margins by ensuring the established
pricing strategies are executed and reflect competitive market
prices and not promotional pricing.
3.12 Ensuring that the Marketing Department is fully receptive and
responsive in supporting field requests for customer's needs.
3.13 Dissemination to field personnel of information for new products
and features and promotions for significant financial investment
The duties of the Vice President of Marketing include the following:
4.1 Supervise and direct the activities of the Advertising Director,
Merchandising Manager and the Director of
Planning and Distribution to maximize the contribution margins to
Track 'N Trail's profits and support the retail stores in
achieving their sales goals.
4.2 Recognize and encourage effective communications and marketing
ideas among the managers.
4.3 Is a member of the Executive Advisory Committee and actively
supports its activities.
4.4 Develops the marketing budget for submission to the Executive Vice
4.5 Advises the Executive Vice President/C.O.O. on marketing matters
pertaining to the efficient employment of personnel operations and
facilities of Track 'N Trail.
4.6 Annually evaluates those personnel who report directly to the Vice
President of Marketing.
4.7 Interact with the Vice President of Stores to ensure sales
contests and field trends are properly prioritized to increase
effective merchandising and support to the retail stores.
4.8 Schedule and conduct periodic departmental meetings to enhance and
coordinate the communication and effectiveness of the Marketing
4.9 Monitor and maintain departmental expenses within planned budget
and consistent with sales levels.
4.10 Direct and monitor the execution of the public relations program
to ensure compliance and consistency with the established Track 'N
4.11 Monitor and maintain mark downs to a minimum by avoiding frequent
changes in product lines and/or the purchase of unreasonable
4.12 Any other duties pertaining to marketing as the Executive Vice
President/C.O.O. should direct.
5.0 MEASURES OF PERFORMANCE:
The Vice President of Marketing will be deemed to be performing in a
satisfactory manner when the following are met:
5.1 The management of the Marketing Department has resulted in
consistently achieving planned budget goals. Specifically:
- within 95% of annual sales goals;
- within 98% of inventory turn;
- maintained margin is achieved.
5.2 The activities of the Marketing Department are consistent with the
directives of the Executive Vice President/C.O.O.
5.3 The Marketing Department budget was properly developed in an
accurate, realistic, achievable and timely manner.
5.4 Leadership was applied in a fair, effective, and consistent manner
resulting in positive morale throughout the Marketing Department.
5.5 The plans and policies of Track 'N Trail were executed within the
Marketing Department in a satisfactory manner conforming to
5.6 Proper performance evaluations have been accomplished for
personnel reporting directly to the Vice President of Marketing.
5.7 Housekeeping at Distribution Center will provide a clean and safe
5.8 All Distribution Center personnel are properly trained to work
safely and take full use of provided safety equipment.
5.9 The Distribution Center operates within 4% of the planned expense
(adjusted for sales variances).
5.10 The Distribution Center functions at peak performance relative to
moving goods in and out on time.
5.11 Loss prevention and security measures keep shrinkage at the
Distribution Center under .10% of goods shipped.
5.12 All shipments leaving the Distribution Center are invoiced and
shipped 99% accurate as to contents, value, weight, style, size
TRACK 'N TRAIL AGREEMENT FOR
STOCK APPRECIATION RIGHTS
TRACK 'N TRAIL, INC., a California corporation (the "Company"), agrees with
JOHN WILKINSON ("Wilkinson") as follows:
1. PURPOSE OF AGREEMENT. The purpose of this Agreement is to further
the long-term growth and earnings of the Company by offering long-term
incentives in addition to current compensation to Wilkinson for the performance
of his duties as Vice-President of Marketing and Merchandise of the Company.
The Track 'N Trail Agreement for Stock Appreciation Rights between the Company
and Wilkinson dated 5/26/ 1992, is hereby terminated and shall be of no further
force and effect, and this Agreement shall be the only Stock Appreciation Rights
Agreement between the Company and Wilkinson.
(a) STOCK APPRECIATION RIGHTS: The Vested Percentage of the value of
the Company's issued and outstanding capital stock on that Valuation Date in
excess of $3,551,845, which is the book value of the Company on June 29, 1991.
(b) VESTED PERCENTAGE: Vested Percentage is defined by the following
schedule showing the Vested Percentage on the first day of the Company's fiscal
year beginning in each of the years set forth in the schedule
Fiscal Year Beginning In: Vested Percentage
(c) VALUATION DATE. The Valuation Date is the earlier of:
(i) The date that Wilkinson's employment is terminated, whether
by the Company, by Wilkinson, or by his death or his retirement;
(ii) The date that Wilkinson becomes permanently totally
disabled, as evidenced by a physician's written determination;
(iii) The date June 1, 2007; or
(iv) The date that ownership of more than 50% of the Company's
issued and outstanding capital stock is acquired by any entity or entities
other than members of the family of David L. Suechting, Sr.
3. VALUATION METHOD. For purposes of determining "the value of the
Company's issued and outstanding capital stock on the Valuation Date" within the
meaning of the definition of Stock Appreciation Rights, the following valuation
method shall be used:
(a) If the Valuation Date is the date referred to in subparagraph
3(c)(i), (ii) or (iii), then "the value of the Company's issued and outstanding
capital stock on the Valuation Date" shall be the book value of the Company at
its immediately preceding fiscal year end. Book value is defined as the sum of
the Company's retained earnings, its capital stock and its paid in capital.
(b) If the Valuation Date is the date referred to in subparagraph
3(c)(iv), then "the value of the Company's issued and outstanding capital stock
on the Valuation Date" shall be a sum determined by multiplying the fair market
value of the consideration paid for each share of stock acquired by the new
outside controlling entity or entities by the total number of shares of issued
and outstanding capital stock of the Company on the Valuation Date.
4. PAYMENT FOR STOCK APPRECIATION RIGHTS. The dollar value of the
Stock Appreciation Rights shall be paid without interest to Wilkinson in five
(5) equal annual installments, the first of which shall be paid within thirty
(30) days of the Valuation Date, the second on the first anniversary of the
Valuation Date, the third on the second anniversary of the Valuation Date, the
fourth on the third anniversary of the Valuation Date and the last on the fourth
anniversary of the Valuation Date.
5. WILKINSON'S RIGHTS UNSECURED. Wilkinson's right to receive
payment pursuant to this Agreement shall be an unsecured claim against the
general assets of the Company.
6. WILKINSON'S RIGHTS NON-TRANSFERABLE. Wilkinson's rights are
personal to him and to any person or persons who may
become entitled by reason of Wilkinson's death, and Wilkinson's rights or the
rights of any such successors shall not be subject to voluntary or involuntary
alienation, assignment or transfer by Wilkinson or any such successors.
7. BINDING UPON SUCCESSORS. The obligations of the Company under
this Agreement shall be binding upon any successor corporation or organization
which shall succeed to substantially all of the assets and business of the
Company and the terms "Company" whenever used in this Agreement shall mean and
include any such corporation or organization after such succession. If the
business conducted by the Company shall be discontinued, any unpaid installment
under this Agreement shall become payable in a lump sum to the person or persons
8. DESIGNATION OF BENEFICIARY TO RECEIVE PAYMENTS IN THE EVENT OF
WILKINSON'S DEATH. If Wilkinson should die before receipt of all payments to
which he is entitled hereunder, payments of the amounts to which he is further
entitled shall be made to such beneficiary as Wilkinson shall have designated by
an instrument in writing filed with the Secretary of the Company, or, in the
absence of such designation, to his personal representative. Such payments
shall be made in the same manner and at the same intervals as they would have
been made to Wilkinson had he continued to live.
9. NO EMPLOYMENT RIGHTS. Wilkinson shall have no right to be
retained in the employ of the Company by virtue of this Agreement.
10. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of California.
EXECUTED this 8th day of October, 1992 in El Dorado Hills, California.
TRACK 'N TRAIL, INC.
By /s/ DAVID L. SUECHTING, SR.
David L. Suechting, Sr.,
/s/ JOHN WILKINSON
DATE: JANUARY 3, 1994
TO: JOHN WILKINSON
FROM: DAVE SUECHTING JR.
SUBJECT: 1994 EXECUTIVE BONUS PROGRAM
PERSONAL AND CONFIDENTIAL
I AM PLEASED TO ANNOUNCE THE 1994 BONUS PLAN FOR YOU, FOR THE PERIOD ENDING
12/31/94. THE DETAILS AND AN EXAMPLE OF THE PLAN ARE ON THE ENCLOSED
ATTACHMENT. YOUR BONUS EARNINGS WILL BE BASED UPON FOUR AREAS OF RESPONSIBILITY
1) PROFITABILITY - 3.0% EARNINGS ON PRE-TAX INCOME ABOVE THE BENCHMARK
EARNINGS OF $2,499,000.
2) INVENTORY TURN - $3,500 FOR ATTAINING TURN OF 1.86 AND $1000 FOR EACH .01
3) MODIFIED MAINTAINED MARGIN - $125 FOR EACH .01% IMPROVEMENT OVER PLAN.
4) COMP STORE SALES GAIN - $225 FOR EACH .1% ABOVE THE 3.0% PLAN.
IT IS UNDERSTOOD THAT IF CERTAIN MINIMUM PERFORMANCE IS NOT ATTAINED AS DEFINED
ON THE ATTACHMENT, THAT THE EMPLOYEE WILL NOT PARTICIPATE IN THE BONUS PROGRAM
THE PRE-TAX PROFITS WILL NOT BE PENALIZED (REDUCED) FOR ITEMS WHICH ARE NOT
NORMAL OPERATING ITEMS, INCLUDING:
- LEGAL BILLS INCURRED IN DEFENDING THE COMPANY FROM SHAREHOLDERS.
- LEGAL/ACCOUNTING/APPRAISAL/INVESTMENT BANKING OR ANY OTHER BILLS
RELATED TO THE SALE OR POTENTIAL SALE OF THE COMPANY.
- ANY PAYMENTS/FEES PAID TO OR ON BEHALF OF DAVE SUECHTING SR/BARBARA
- ANY DISTRIBUTIONS TO THE SHAREHOLDERS.
- ANY COURT ORDERED EXPENSE DUE TO THE SHAREHOLDERS INCLUDING PAYMENT
FOR BOARD MEMBERS, OR NEUTRAL "EMPLOYEES."
- ANY MANAGEMENT FEE SALARY OR SIMILAR EXPENSE FROM NEW OWNERS.
- ANY EXPENSE PAID TO THE TERMINATE A LEASE ON A NON-PRODUCTIVE STORE,
NET OF ANY SAVINGS IN THE CURRENT YEAR FROM EARLY TERMINATION.
- EXPENSES INCURRED DUE TO STOCK APPRECIATION RIGHTS.
- ANY OTHER EXPENSES NOT IN THE NORMAL COURSE OF BUSINESS.
IT IS UNDERSTOOD THAT THIS BONUS AGREEMENT SHALL BE BINDING UPON ANY SUCCESSORS,
SHOULD THE COMPANY BE SOLD IN PART OR IN WHOLE.
THE BONUS PAYOUT FOR CALENDAR 1994 WILL OCCUR ON OR BEFORE 3/15/95, FOR EACH
PARTICIPANT THAT WAS EMPLOYED AS OF 12/31/94.
THIS BONUS PLAN IS EFFECTIVE FOR THE CALENDAR YEAR 1994 ONLY, AND THE COMPANY
RESERVES THE RIGHT TO ELIMINATE OR CHANGE THE BONUS PROGRAM FOR FUTURE PERIODS.