Common use of Profit Sharing Plan Clause in Contracts

Profit Sharing Plan. During employment with the Company under this Agreement, the Employee is eligible to participate and receive 13.30% of 15% of the Net Income Before Taxes (as defined in the Earnout Agreement of even date herewith) of the Company (which such amount shall include any facility or plant manufacturing manufactured or mobile homes, including the proposed Sulligent location) (the “Profit Sharing Distribution”) . The annual period used to measure the Profit Sharing Plan shall be the Company’s fiscal year (the “Profit Sharing Year”). The Profit Sharing Distribution shall be estimated and paid quarterly on or before thirty (30) days following the end of each of the first three quarters of the Profit Sharing Year. The Profit Sharing Distribution for the fourth quarter of each Profit Sharing Year shall be paid on the earlier of: (i) the completion of the Company’s audited financial statements for the Profit Sharing Year; or (ii) one hundred five (105) days if it is the last fiscal quarter of the applicable Profit Sharing Year. To prevent overpayment, the Company shall hold back ten percent (10%) of the amount otherwise payable to an Employee during each of first three quarters of each Profit Sharing Year. Subject to the other terms of this Agreement, the Company will provide an accounting to and pay the actual Profit Sharing Distribution to the Employee for each applicable Profit Sharing Year upon the earlier of: (i) completion of the Company’s audited financial statements for the applicable Profit Sharing Year, and (ii) one hundred five (105) days if it is the last fiscal quarter of the applicable Profit Sharing Year. The Employee must be employed by the Company at the end of the quarter in order to be eligible to receive the Profit Sharing Distribution, provided, however, no Profit Sharing Distribution, or portion thereof (regardless of whether the Employee is employed at the end of a quarter), shall be paid to an Employee whose employment is terminated by the Company with cause, or terminated by the Employee, after completion of the applicable quarter but prior to the date that the Profit Sharing Distribution is payable.

Profit Sharing Plan. During employment with the Company Employer under this Agreement, the Employee is eligible to participate and shall elect prior to each fiscal year whether to receive 13.30% of 15either (i) 3.0% of the Net Income Before Taxes (as defined in the Earnout Agreement of even date herewithon Annex A attached hereto) of DVHB in cash (the Company “Cash PSP Alternative”) or (which such amount shall include any facility or plant manufacturing manufactured or mobile homesii) 2% of the Net Income Before Taxes in Peerless Systems Corporation Common Stock (“PCS”) and 2% of the Net Income Before Taxes in cash (the “Stock Cash PSP Alternative” and together with the Cash PSP Alternative, including the proposed Sulligent location) (the “Profit Sharing Distribution”) ). The annual period used to measure the Profit Sharing Plan shall be the CompanyEmployer’s fiscal year (the “Profit Sharing Year”). The If the Employee elects to receive the Cash PSP Alternative, the Profit Sharing Distribution shall be estimated and paid quarterly on or before thirty (30) days following the end of each of the first three quarters of the Profit Sharing Year. If the Employee elects to receive the Stock Cash PSP Alternative, the 2% cash portion shall be paid in the same manner and timing as if the Employee elected to receive the Cash PSP Alternative. The Profit Sharing Distribution for the fourth quarter of each Profit Sharing Year shall be paid on the earlier of: (i) the completion of the CompanyEmployer’s audited financial statements for the Profit Sharing Year; or (ii) one hundred five (105) days after the end of the fiscal year, if it is the last fiscal quarter of the applicable Profit Sharing Year. To prevent overpayment, the Company Employer shall hold back ten percent (10%) of the amount otherwise payable to an Employee during each of first three quarters of each Profit Sharing Year. Subject to the other terms of this Agreement, the Company Employer will provide an accounting to and pay the actual Profit Sharing Distribution to the Employee for each applicable Profit Sharing Year upon the earlier of: (i) completion of the Company’s audited financial statements for the applicable Profit Sharing Year, and (ii) one hundred five (105) days after the end of the fiscal year, if it is the last fiscal quarter of the applicable Profit Sharing Year. The stock portion of the Stock Cash PSP Alternative shall be issued simultaneously with the final payment of the cash portion and the PCS shall be based on the average closing price of the PSC as reported on the Nasdaq Capital Market for the month of December during such Profit Sharing Year. The PCS issued to Employee shall vest upon the six month anniversary of issuance. The Employee must be employed by the Company Employer at the end of the quarter in order to be eligible to receive the Profit Sharing Distribution, provided, however, no Profit Sharing Distribution, or portion thereof (regardless of whether the Employee is employed at the end of a quarter), shall be paid to an Employee whose employment is terminated by the Company Employer with causeCause, or terminated by the Employee, after completion of the applicable quarter but prior to the date that the Profit Sharing Distribution is payable. As growth opportunities are identified and implemented by DVC’s management team, it is the intent of the Board of the Directors to review and consider, in its sole discretion, the adoption and implementation of a DVC profit sharing plan for the Employee to replace, with consent of the Employee, the Profit Sharing Distribution described in this Section 3.b.

Profit Sharing Plan. During employment with The Employee shall be entitled to participate in the ------------------- Company's Profit-Sharing Plan. ANNEX I ------- BASIC BONUS PLAN ---------------- The Executive shall be entitled to annual bonus payments ("Bonus Payments") during the term of his Employment Agreement in the event the Company under this Agreement, the Employee is eligible to participate and receive 13.30% achieves certain target amounts of 15% of the Net Operating Income Before Taxes (as defined in Schedule B to Annex II hereto), for the Earnout Agreement of even date herewith) of the Company (which such amount shall include any facility or plant manufacturing manufactured or mobile homes, including the proposed Sulligent location) (the “Profit Sharing Distribution”) fiscal years set forth on Table I hereto. The annual period used to measure the Profit Sharing Plan Bonus Payments shall be calculated and payable as hereinafter set forth. The maximum Bonus Payment ("Maximum Bonus") for each such fiscal year shall be the Company’s amount equal to the Executive's salary pursuant to Section 3 of his Employment Agreement for such fiscal year (the “Profit Sharing Year”). The Profit Sharing Distribution shall be estimated and paid quarterly on or before thirty (30) days following the end of each of the first three quarters of the Profit Sharing Year. The Profit Sharing Distribution for the fourth quarter of each Profit Sharing Year shall be paid on the earlier of: (i) the completion of the Company’s audited financial statements for the Profit Sharing Year; or (ii) one hundred five (105) days if it is the last fiscal quarter of the applicable Profit Sharing Year. To prevent overpayment, the Company shall hold back ten percent (10%) of the amount otherwise payable to an Employee during each of first three quarters of each Profit Sharing Year. Subject to the other terms of this Agreement, the Company will provide an accounting to and pay the actual Profit Sharing Distribution to the Employee for each applicable Profit Sharing Year upon the earlier of: (i) completion of the Company’s audited financial statements for the applicable Profit Sharing Year, and (ii) one hundred five (105) days if it is the last fiscal quarter of the applicable Profit Sharing Year. The Employee must be employed multiplied by the Company at the end of the quarter Bonus Percentage set forth ------------- opposite such fiscal year in order to be eligible to receive the Profit Sharing Distribution, Table I below; provided, however, no Profit Sharing Distributionthat the -------- ------- Executive shall not be entitled to receive any Bonus Payments hereunder with respect to any fiscal year unless the Company's Net Operating Income for such fiscal year shall equal or exceed an amount equal to 91% of the Target Amount as defined below. Table I ------- Fiscal Year Ending on the Last Saturday in January Bonus Percentage ------------------------ ---------------- 1996 .25 1997 .25 1998 .25 1999 .30 2000 .35 The Target Amount of the Company's Net Operating Income for each fiscal year shall be established by the Board of Directors of the Company for such fiscal year. In the event the Company's Net Operating Income equals or exceeds the Target Amount established by the Board of Directors for such fiscal year the Executive shall be entitled to receive a Bonus Payment for such fiscal year in an amount equal to the Maximum Bonus for such fiscal year. If the Company's Net Operating Income shall fail to equal or exceed the Target Amount established by the Board of Directors for such fiscal year but shall equal or exceed 91% of such Target Amount, or portion thereof the Executive shall be entitled to a Bonus Payment equal to the Maximum Bonus for such fiscal year multiplied by ------------- the applicable Bonus Payment Percentage Factor (regardless corresponding to the Percentage of whether Net Operating Income Target achieved) set forth in Table II below. Table II -------- Percentage of Net Operating Bonus Payment Income Target Percentage Factor ------------- ----------------- 100% 1.00 99% .90 98% .80 97% .70 96% .60 95% .50 94% .40 93% .30 92% .20 91% .10 Less than 91% .00 Determinations of the Employee is employed at amount of Net Operating Income and all other matters in connection with this Bonus Plan shall be made in good faith by the end Board of a quarter)Directors of the Company and such determination, if made in good faith, shall be conclusive and binding upon all parties. Payments shall be paid to an Employee whose employment is terminated by the Company with causein cash as soon as reasonably practicable following determination thereof. The Board may make such adjustments to the terms and provisions of the Bonus Plan to take into account material changes in law or in accounting practices or principles, mergers, consolidations, acquisitions, dispositions or similar corporate transactions, or terminated any other event, if it is determined by the Employee, after completion Board that adjustments are appropriate to avoid distortion in the operation of the applicable quarter but prior to Plan. Such changes may include, without limitation and as an example, changes in the date that the Profit Sharing Distribution is payableNet Operating Income definition or targeted amounts in connection with mergers, consolidations, acquisitions, dispositions or other events.

Profit Sharing Plan. During employment with the Company under this Agreement, the Employee is eligible to participate and receive 13.3030.64% of 15% of the Net Income Before Taxes (as defined in the Earnout Agreement of even date herewith) of the Company (which such amount shall include any facility or plant manufacturing manufactured or mobile homes, including the proposed Sulligent location) (the “Profit Sharing Distribution”) . The annual period used to measure the Profit Sharing Plan shall be the Company’s fiscal year (the “Profit Sharing Year”). The Profit Sharing Distribution shall be estimated and paid quarterly on or before thirty (30) days following the end of each of the first three quarters of the Profit Sharing Year. The Profit Sharing Distribution for the fourth quarter of each Profit Sharing Year shall be paid on the earlier of: (i) the completion of the Company’s audited financial statements for the Profit Sharing Year; or (ii) one hundred five (105) days if it is the last fiscal quarter of the applicable Profit Sharing Year. To prevent overpayment, the Company shall hold back ten percent (10%) of the amount otherwise payable to an Employee during each of first three quarters of each Profit Sharing Year. Subject to the other terms of this Agreement, the Company will provide an accounting to and pay the actual Profit Sharing Distribution to the Employee for each applicable Profit Sharing Year upon the earlier of: (i) completion of the Company’s audited financial statements for the applicable Profit Sharing Year, and (ii) one hundred five (105) days if it is the last fiscal quarter of the applicable Profit Sharing Year. The Employee must be employed by the Company at the end of the quarter in order to be eligible to receive the Profit Sharing Distribution, provided, however, no Profit Sharing Distribution, or portion thereof (regardless of whether the Employee is employed at the end of a quarter), shall be paid to an Employee whose employment is terminated by the Company with cause, or terminated by the Employee, after completion of the applicable quarter but prior to the date that the Profit Sharing Distribution is payable.

Profit Sharing Plan. During employment with the Company Employer under this Agreement, the Employee is eligible to participate and receive 13.3020% of 15% of the Net Income Before Taxes (as defined in the Earnout Agreement of even date herewithdated 18, 2006) of the Company DVHB (which such amount shall include any facility or plant manufacturing manufactured or mobile homes, including the proposed Sulligent location) (the “Profit Sharing Distribution”) . The annual period used to measure the Profit Sharing Plan shall be the CompanyDVHB’s fiscal year (the “Profit Sharing Year”). The Profit Sharing Distribution shall be estimated and paid quarterly on or before thirty (30) days following the end of each of the first three quarters of the Profit Sharing Year. The Profit Sharing Distribution for the fourth quarter of each Profit Sharing Year shall be paid on the earlier of: (i) the completion of the CompanyDVHB’s audited financial statements for the Profit Sharing Year; or (ii) one hundred five (105) days if it is the last fiscal quarter of the applicable Profit Sharing Year. To prevent overpayment, the Company DVHB shall hold back ten percent (10%) of the amount otherwise payable to an Employee during each of first three quarters of each Profit Sharing Year. Subject to the other terms of this Agreement, the Company DVHB will provide an accounting to and pay the actual Profit Sharing Distribution to the Employee for each applicable Profit Sharing Year upon the earlier of: (i) completion of the Company’s audited financial statements for the applicable Profit Sharing Year, and (ii) one hundred five (105) days if it is the last fiscal quarter of the applicable Profit Sharing Year. The Employee must be employed by the Company Employer at the end of the quarter in order to be eligible to receive the Profit Sharing Distribution, provided, however, no Profit Sharing Distribution, or portion thereof (regardless of whether the Employee is employed at the end of a quarter), shall be paid to an Employee whose employment is terminated by the Company Employer with causeCause, or terminated by the Employee, after completion of the applicable quarter but prior to the date that the Profit Sharing Distribution is payable. [As growth opportunities are identified and implemented by DVC’s management team, it is the intent of the Board of the Directors to review and consider, in its sole discretion, the adoption and implementation of a DVC profit sharing plan for the Employee to replace, with consent of the Employee, the Profit Sharing Distribution described in this Section 3.b.].

Profit Sharing Plan. During employment with the Company Employer under this Agreement, the Employee is eligible to participate and receive 13.3030% of 15% of the Net Income Before Taxes (as defined in the Earnout Agreement of even date herewithdated 18, 2006) of the Company Employer (which such amount shall include any facility or plant manufacturing manufactured or mobile homes, including the proposed Sulligent location) (the “Profit Sharing Distribution”) ). The annual period used to measure the Profit Sharing Plan shall be the CompanyEmployer’s fiscal year (the “Profit Sharing Year”). The Profit Sharing Distribution shall be estimated and paid quarterly on or before thirty (30) days following the end of each of the first three quarters of the Profit Sharing Year. The Profit Sharing Distribution for the fourth quarter of each Profit Sharing Year shall be paid on the earlier of: (i) the completion of the CompanyEmployer’s audited financial statements for the Profit Sharing Year; or (ii) one hundred five (105) days if it is the last fiscal quarter of the applicable Profit Sharing Year. To prevent overpayment, the Company Employer shall hold back ten percent (10%) of the amount otherwise payable to an Employee during each of first three quarters of each Profit Sharing Year. Subject to the other terms of this Agreement, the Company Employer will provide an accounting to and pay the actual Profit Sharing Distribution to the Employee for each applicable Profit Sharing Year upon the earlier of: (i) completion of the Company’s audited financial statements for the applicable Profit Sharing Year, and (ii) one hundred five (105) days if it is the last fiscal quarter of the applicable Profit Sharing Year. The Employee must be employed by the Company Employer at the end of the quarter in order to be eligible to receive the Profit Sharing Distribution, provided, however, no Profit Sharing Distribution, or portion thereof (regardless of whether the Employee is employed at the end of a quarter), shall be paid to an Employee whose employment is terminated by the Company Employer with causeCause, or terminated by the Employee, after completion of the applicable quarter but prior to the date that the Profit Sharing Distribution is payable.

Profit Sharing Plan. During employment with the Company under this Agreement, the Employee is eligible to participate and receive 13.3014.72% of 15% of the Net Income Before Taxes (as defined in the Earnout Agreement of even date herewith) of the Company (which such amount shall include any facility or plant manufacturing manufactured or mobile homes, including the proposed Sulligent location) (the “Profit Sharing Distribution”) . The annual period used to measure the Profit Sharing Plan shall be the Company’s fiscal year (the “Profit Sharing Year”). The Profit Sharing Distribution shall be estimated and paid quarterly on or before thirty (30) days following the end of each of the first three quarters of the Profit Sharing Year. The Profit Sharing Distribution for the fourth quarter of each Profit Sharing Year shall be paid on the earlier of: (i) the completion of the Company’s audited financial statements for the Profit Sharing Year; or (ii) one hundred five (105) days if it is the last fiscal quarter of the applicable Profit Sharing Year. To prevent overpayment, the Company shall hold back ten percent (10%) of the amount otherwise payable to an Employee during each of first three quarters of each Profit Sharing Year. Subject to the other terms of this Agreement, the Company will provide an accounting to and pay the actual Profit Sharing Distribution to the Employee for each applicable Profit Sharing Year upon the earlier of: (i) completion of the Company’s audited financial statements for the applicable Profit Sharing Year, and (ii) one hundred five (105) days if it is the last fiscal quarter of the applicable Profit Sharing Year. The Employee must be employed by the Company at the end of the quarter in order to be eligible to receive the Profit Sharing Distribution, provided, however, no Profit Sharing Distribution, or portion thereof (regardless of whether the Employee is employed at the end of a quarter), shall be paid to an Employee whose employment is terminated by the Company with cause, or terminated by the Employee, after completion of the applicable quarter but prior to the date that the Profit Sharing Distribution is payable.