Rocky Brands – Bonus Plan for the Fiscal Year Ending December 31, 2013 (March 4th, 2013)
The 2013 Bonus Plan utilizes a performance criteria based on the previous five years EBITDA before bonuses, less capital expenditures but excluding the highest and lowest of the five years ("Adjusted EBITDA"). The threshold amount for earning bonuses is 85% of the Adjusted EBITDA; provided however that the threshold amount must not be less than is necessary to cover all financial covenants and debt obligations (the "Threshold Amount"). Next, 30% of the Adjusted EBITDA above the Threshold Amount, will go into a bonus pool to be allocated among all participants (the "Bonus Pool"). The Bonus Pool will then be allocated among all participants based on the relative base compensation of each participant times an assigned base compensation multiplier (the "Multiplier Salary"), which product for each participant would then be compared to and calculated as a percentage of the total of the Multiplier Salary for all participants in the Bonus Plan.
Rocky Brands – Amendment to the Rocky Brands, Inc. Agreement With J. Michael Brooks (Dated April 16, 1985) Background (March 3rd, 2009)
A. Rocky Brands, Inc. (the Company) has entered into a Retirement Agreement with J. Michael Brooks (the Employee) dated April 16, 1985 (the Retirement Agreement). B. Section 18 of the Retirement Agreement provides for the amendment of the Retirement Agreement if both the Employee and the Company execute such amendment. C. The Company desires to amend the Retirement Agreement to bring it into compliance with final regulations issued by the United States Treasury Department under Section 409A of the Internal Revenue Code of 1986, as amended, regarding the timing of payments of severance amounts and other deferred compensation.