Exhibit 10.2
EMPLOYMENT AGREEMENT
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On August 22, 2005, Advanced Materials Group, Inc., a Nevada corporation
("Employer"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Employee") agree as follows:
1. TERM. The Company agrees to employ Employee, and Employee agrees to
serve, on the terms and conditions of this Agreement, for a period commencing on
the date hereof and continuing until terminated by either party. Notwithstanding
any provision to the contrary herein, employment pursuant to this contract is
"at will" and may be terminated at any time and for any reason.
2. DUTIES. Employee agrees to serve Employer as its Executive Vice
President or in such other capacities as may be requested from time to time by
the Board of Directors of the Company ("Board"). During the term of this
Agreement, Employee will devote his full time and exclusive attention to, and
use his best efforts to advance, the business and welfare of Employer. During
the term of this Agreement, Employee will not engage in any other employment
activities for any direct or indirect remuneration without the prior written
consent of Employer. Employee shall not be required to relocate from the Dallas,
Texas, metropolitan area, but agrees to undertake all reasonable travel required
by Employer to be conducted in connection with the performance of his duties.
3. SALARY AND BENEFITS.
3.1 BASE SALARY. Employer shall pay Employee a salary at the rate of
$135,000 per year, or such greater amount as may be established by the Board,
payable in appropriate installments to conform with the regular payroll dates
for salaried personnel of Employer and subject to payroll deductions as may be
necessary or customary in respect of salaried personnel.
3.2 INCENTIVE COMPENSATION. In addition to the base salary to which
Employee is entitled pursuant to Section 3.1, Employer will pay to Employee
additional compensation (a "Bonus") in accordance with the following terms and
conditions:
(a) For the fourth quarter of Employer's fiscal year 2005, Employer
shall pay Employee a Bonus equal to 5% of Employer's income from continuing
operations before income taxes, which Bonus shall be paid within 72 hours
after completion of unaudited financial statements for both the fourth
quarter and fiscal year 2005, and acceptance thereof by Employer's Audit
Committee. Upon completion of audited financial statements for fiscal year
2005, the Bonus for the fourth quarter of Employer's fiscal year 2005 shall
be recomputed based on audited numbers, and any over- or under-payment of
the Bonus shall be subtracted from, or added to, the next Bonus(es) paid to
Employee.
(b) Exhibit A as attached hereto and initialed by Employee and by
Employer's Chairman shall be in effect through Employer's fiscal year 2006
only. The amount of the quarterly Bonus shall be determined as set forth on
Exhibit A and paid as set forth below:
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(i) Until such time as Employer becomes current in its SEC
reporting, Employer shall pay Employee's Bonus on a quarterly basis
within 72 hours after completion of unaudited financial statements for
each fiscal quarter and acceptance thereof by Employer's Audit
Committee;
(ii) Upon filing of Employer's Form 10-Q with respect to any
fiscal quarter during fiscal year 2006, or upon completion of audited
financial statements for fiscal year 2006 (regardless of whether
Employer has filed a Form 10-K with respect thereto), Employee's Bonus
for each fiscal quarter reflected in such Form 10-Q or audited
financial statements shall be shall be recomputed based on the numbers
reflected therein, and any over- or under-payment of the Bonus shall
be subtracted from, or added to, the next Bonus(es) paid to Employee;
(iii) Once Employer has become current in its SEC reporting,
Employer shall pay Employee's Bonus on a quarterly basis within 72
hours after filing of Employer's Form 10-Q or Form 10-K, as the case
may be, with respect to the previous fiscal quarter.
(iv) The Bonus for the each of the first three fiscal quarters
shall be deemed earned and shall be paid in an amount equal to 50% of
the amount calculated, on an annualized basis, using the formula set
forth on Exhibit A, as derived from Employer's unaudited financial
statements (until Employer is current in its SEC reporting) or Form
10-Q (once Employer is current in its SEC reporting). The Bonus for
the final quarter of each fiscal year shall be deemed earned and shall
be paid in an amount equal to 100% of the amount calculated using the
formula set forth on Exhibit A, as derived from Employer's audited
financial statements (until Employer is current in its SEC reporting)
or Form 10-K (once Employer is current in its SEC reporting). If
Employee's employment is terminated for any reason other than "good
cause" (as defined in Section 5), Employee shall be entitled to
receive, at the times enumerated in herein, a pro rated Bonus
reflecting the portion of the fiscal year until the date of
termination (including, after the end of the then current fiscal year
as called for in this Section 3.2(b), any amount not yet paid because
of the hold backs described herein).
(c) For fiscal years commencing after November 2006, Employer's
compensation committee shall establish a new Bonus plan, if any, at least
30 days prior to end of the then current fiscal year, which shall be
reflected by a revised Exhibit A to be attached hereto and initialed and
dated by Employee and Employer's compensation committee chairman.
3.3 STOCK OPTIONS. Employee shall be granted an option to purchase up
to 200,000 shares of Employer's common stock at $0.20 per share, such option to
vest 20% one year from the date of this Agreement, and 20% on each anniversary
date thereafter. If Employer terminates Employee's employment for any reason
other than for "good cause" as defined in Section 5, the option shall continue
to vest as set forth herein. However, if Employee voluntarily terminates his
employment with Employer or is terminated for "good cause," vesting shall cease
as provided in Employer's 2003 Stock Plan (the "Plan"), and Employee shall be
entitled to exercise only the vested portion during the time period set forth in
the Plan.
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3.4 VACATIONS. Employee shall be entitled to paid vacation on the same
terms as other salaried employees of Employer.
3.5 MEDICAL INSURANCE AND OTHER BENEFITS. During the term of this
Agreement Employer shall furnish Employee with the same medical and hospital
insurance and other benefits furnished to other salaried employees of Employer.
4. CONFIDENTIAL INFORMATION AND RESTRICTED ACTIVITIES.
4.1 NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION. Employee
acknowledges that Employer continually develops Confidential Information (as
defined in Section 4.7), that Employee may develop Confidential Information for
Employer and that Employee may learn of Confidential Information during the
course of his employment. Employee will comply with Employer's policies and
procedures for protecting Confidential Information and, except as required by
the nature of his duties, Employee will never, directly or indirectly, use or
disclose any Confidential Information without the prior written consent of a
majority of the Board. Employee understands that this restriction will continue
to apply after his employment terminates.
4.2 USE AND RETURN OF PROPERTY AND DOCUMENTS. Employee will protect
the integrity of Confidential Information and keep confidential all documents,
customer lists, records of research, proposals, reports, memoranda, computer
software and programming, financial information, and other materials
("Documents") including any copies thereof, in which Confidential Information
may be contained. Employee will not copy any Documents except as required by the
nature of his duties. Employee will not remove any Documents or copies from
Employer's premises unless authorized by the Board. Employee will return to
Employer immediately after his employment terminates all Documents and copies
and any other property of Employer then in his possession or control.
4.3 ASSIGNMENTS OF RIGHTS. Employee will promptly and fully disclose
all Company Property (as defined in Section 4.7) to Employer. Employee hereby
assigns and agrees to assign to Employer (or as otherwise directed by Employer)
his full right, title and interest to all Company Property. Employee agrees to
execute any and all applications for domestic and foreign patents, copyrights or
other proprietary rights and do such other acts (including, among others, the
execution and delivery of instruments of further assurance or confirmation)
requested by Employer to assign the Company Property to Employer and to permit
Employer to enforce any patents, copyrights or other proprietary rights in the
Company Property. Employee will not charge Employer for his time spent in
complying with these obligations. All copyrightable works that Employee creates
shall be considered "works made for hire." Employee acknowledges that he has
read and understands California Labor Code Section 2870, which reads as follows:
(a) Any provision in an employment agreement which provides that an
employee shall assign, or offer to assign, any of his or her rights in an
invention to his or her employer shall not apply to an invention that the
employee developed entirely on his or her own time without using the
employer's equipment, supplies, facilities or trade secret information
except for those inventions that either:
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(i) Relate at the time of conception or reduction to practice of
the invention to the employer's business, or actual or demonstrably
anticipated research or development of the employer.
(ii) Result from any work performed by the employee for the
employer.
(b) To the extent a provision in an employment agreement purports to
require an employee to assign an invention otherwise excluded from being
required to BE assigned under subdivision (a), the provision is against the
public policy of this state and is unenforceable.
Employee understands that his obligations under this Agreement do not apply to
an invention that qualifies fully under the provisions of Section 2870.
4.4 NON-RECRUITMENT. For a period of three years after his employment
with Employer terminates, Employee will not, and will not assist anyone else to,
hire any employee of Employer or seek to persuade any employee of Employer to
discontinue employment or to become employed in any business directly or
indirectly competitive with Employer's business, nor seek to persuade any
independent contractor or supplier of Employer to discontinue its relationship
or violate any agreement with Employer.
4.5 RESTRICTED ACTIVITIES. Employee agrees that some restrictions on
his activities during and after his employment are necessary to protect the
goodwill, Confidential Information and other legitimate interests of Employer.
While Employee is employed by Employer and for a period of three years after his
employment terminates Employee will not compete, directly or indirectly, with
Employer in any jurisdiction in which Employer does business, whether as an
employee, consultant, agent, partner, principal, investor or otherwise, if such
business involves any use by Employee of any Confidential Information. Further,
but without limiting the foregoing, Employee agrees, while employed by Employer
and for a period of three years after his employment terminates, not to engage
in any "restricted activity" as defined in the following sentence. "Restricted
activity" as used in this Section 4.5 shall mean accepting employment or a
consulting position with (a) any person who is, or at any time within one year
prior to Employee's termination has been, a customer of Employer, or (b) ▇▇▇▇▇▇
▇. ▇▇▇▇ or any of his affiliates. The foregoing restrictions shall not prevent
Employee's owning 1% or less of the equity securities of any publicly traded
company.
4.6 NOTIFICATION REQUIREMENT. Until three months after the period set
forth in Section 4.5, Employee will notify Employer in writing of any change in
his address and of each new job or other business activity in which he plans to
engage, at least 30 days prior to beginning such job or activity. The notice
shall state the name and address of any new employer and the nature of
Employee's position.
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4.7 DEFINITIONS: For the purposes of this Agreement, the following
definitions shall apply:
"Company Property" means developments, methods of doing business,
compositions, works, concepts and ideas (whether or not patentable or
copyrightable or constituting trade secrets) conceived, made, created, developed
or reduced to writing or practice by Employee (whether alone or with others, and
whether or not during normal business hours or on or off Employer's premises)
during Employee's employment that relate to either the services provided by,
business of, or any prospective activity of, Employer known to Employee as a
result of his employment.
"Confidential Information" means any and all information of
Employer which is not generally known in the foam products industry or that is
not generally known by others with whom Employer does or plans to compete or do
business. Confidential Information includes, without limitation, information
relating to (i) Employer's development, research and marketing activities, (ii)
Employer's financial statements and strategic plans, (iii) the identity and
special needs of Employer's customers and (iv) people and organizations with
whom Employer has business relationships and those relationships. Confidential
Information also includes such information that Employer may receive or have
received belonging to customers or others who do business with Employer and,
except to the extent disclosed by Employer on a nonconfidential basis, the
Company Property.
4.8 REMEDIES. Employee acknowledges that, were he to breach the
provisions of this Section 4, the harm to Employer would be irreparable.
Employee therefore agrees that, in addition to damages and attorneys' fees,
Employer shall be entitled to obtain (and Employee will not contest) preliminary
and permanent injunctive relief against any such breach, without having to post
a bond.
4.9 ENFORCEABILITY OF COVENANTS. The parties intend that the covenants
and agreements contained in this Section 4 shall be deemed to include a series
of separate covenants and agreements, one for each and every jurisdiction in
which Employer does business with respect to the business described in Section
4.5. If, in any judicial proceeding, a court refuses to enforce all of the
separate covenants deemed included in the action, then the unenforceable
covenants shall be deemed eliminated from the provisions hereof for the purposes
of the proceeding to the extent necessary to permit the remaining separate
covenants to be enforced in the proceeding.
5. SEVERANCE. If Employee's employment with Employer is terminated for
any reason other than Employee's death or permanent disability (which, for
purposes hereof, shall have the same meaning as in Employer's disability
insurance policy or, in the absence of such a policy, the continuous loss of
one-half or more of the time spent by Employee in the usual daily performance of
his duties as a result of physical or mental illness for a period in excess of
90 consecutive days), or "good cause" (as defined below), then Employer shall
pay to Employee, in a lump sum, an amount equal to six months' (if the
termination occurs prior to August 22, 2006) or three months' (if the
termination occurs on August 22, 2006 or thereafter) base salary (as in effect
on the date of termination). In addition, Employee shall be entitled to receive,
at the times enumerated in Section 3.2, a pro rated Bonus reflecting the portion
of the fiscal year until the date of termination (including, after the end of
the then current fiscal year as called for in Section 3.2(b), any amount not yet
paid because of the hold backs described in that Section). The term "good cause"
is defined as any one or more of the following occurrences:
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(a) Employee's breach of any of the covenants contained in Section 4;
(b) Employee's conviction by, or entry of a plea of guilty or nolo
contendere in, a court of competent and final jurisdiction for any crime
involving moral turpitude or punishable by imprisonment in the jurisdiction
involved;
(c) Employee's commission of an act of fraud, whether prior to or
subsequent to the date hereof upon Employer;
(d) Employee's continuing repeated willful failure or refusal to
perform his duties as required by this Agreement, provided, that
termination of Employee's employment pursuant to this paragraph 5(d) shall
not constitute valid termination for cause unless Employee shall have first
received written notice from the President of Employer stating with
specificity the nature of the failure or refusal and affording Employee at
least ten days to correct the act or omission complained of;
(e) Gross negligence, insubordination, material violation by Employee
of any duty of loyalty to Employer or any other material misconduct on the
part of Employee, provided that termination of Employee's employment
pursuant to this paragraph 5(e) shall not constitute valid termination for
cause unless Employee has first received written notice from the President
of Employer stating with specificity the nature of the failure or refusal
and affording Employee at least ten days to correct the act or omission
complained of;
(f) Employee's commission of any act that is detrimental to Employer's
business or goodwill; or
(g) Employee's poor performance or failure to meet corporate
objectives.
6. EXPENSES. Employer will pay or reimburse Employee for the reasonable
travel, entertainment or other expenses as he incurs at the request of Employer
during the term of this Agreement in connection with the performance of his
duties hereunder. Employee shall furnish Employer with such evidence that the
expenses were incurred as Employer may from time to time reasonably require or
request.
7. PARTIAL DISABILITY OF EMPLOYEE. If Employee becomes disabled by reason
of illness or other incapacity extending for a period of more than 12
consecutive weeks during which Employee is unable to perform his duties
hereunder on a full-time basis but is able to perform his duties hereunder on a
part-time basis, all amounts otherwise payable to Employee shall be
proportionately reduced with respect to the period commencing at the end of the
12 week period to reflect the extent to which Employee's working time is reduced
below a level which would result in Employee working 1,920 hours per year. In
determining when Employee becomes disabled, the same criteria shall be
applicable as are used in the disability insurance policy Employer maintains for
its employees.
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8. MISCELLANEOUS.
8.1 MODIFICATION AND WAIVER OF BREACH. No waiver or modification of
this Agreement shall be binding unless it is in writing signed by the parties
hereto. No waiver of a breach hereof shall be deemed to constitute a waiver of a
future breach, whether of a similar or dissimilar nature.
8.2 ASSIGNMENT. The rights of Employer under this Agreement may,
without the consent of Employee, be assigned by Employer, in its sole and
unfettered discretion (a) to any person, firm, corporation, or other business
entity which at any time, whether by purchase, merger, or otherwise, directly or
indirectly, acquires all or substantially all of the assets or business of
Employer, or (b) to any subsidiary or affiliate of Employer, or any transferee,
whether by purchase, merger or otherwise, which directly or indirectly acquires
all or substantially all of the assets of Employer or the subsidiary or
affiliate.
8.3 NOTICES. All notices and other communications required or
permitted under this Agreement shall be in writing, served personally on, or
mailed by certified or registered United States mail to, the party to be charged
with receipt thereof. Notices and other communications served by mail shall be
deemed given hereunder 72 hours after deposit of such notice or communication in
the United States Post Office as certified or registered mail with postage
prepaid and duly addressed to whom such notice or communication is to be given,
in the case of (a) Employer, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman, or (b) Employee, ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Any such party may change that party's address for purposes
of this Section 8.3 by giving to the party intended to be bound thereby, in the
manner provided herein, a written notice of the change.
8.4 COUNTERPARTS. This instrument may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement.
8.5 CONSTRUCTION OF AGREEMENT. This Agreement shall be construed in
accordance with, and governed by, the laws of the State of California applicable
to agreements executed and to be performed in California.
8.6 COMPLETE AGREEMENT. This Agreement contains the entire agreement
between the parties hereto with respect to the transactions contemplated by this
Agreement and supersedes all previous oral and written and all contemporaneous
oral negotiations, commitments, writings, and understandings.
8.7 NON-TRANSFERABILITY OF INTEREST. None of the rights of Employee to
receive any form of compensation payable pursuant to this Agreement shall be
assignable or transferable except through a testamentary disposition or by the
laws of descent and distribution upon the death of Employee. Any attempted
assignment, transfer, conveyance, or other disposition (other than as noted
above) of any interest in the rights of Employee to receive any form of
compensation to be made by Employer pursuant to this Agreement shall be void.
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8.8 ARBITRATION OF DISPUTES.
(a) Employer and Employee shall resolve by final and
binding arbitration any and all claims or controversies for
which a court otherwise would be authorized by law to grant
relief, in any way arising out of, relating to or associated
with Employee's employment with Employer, or the termination
of such employment. This mutual agreement to arbitrate
includes any claims that Employer may have against Employee,
or that Employee may have against Employer or against any of
its officers, directors, employees, agents, or parent, INITIAL
subsidiary, or affiliated entities. Employer and Employee
agree that arbitration, as provided for in this Agreement, -------
shall be the exclusive form for the resolution of any covered /s MLB
dispute between the parties. IN AGREEING TO ARBITRATION, BOTH -------
EMPLOYER AND EMPLOYEE EXPLICITLY WAIVE THEIR RESPECTIVE
RIGHTS TO TRIAL BY JURY.
(b) The claims covered by this Agreement include, but are not limited
to, claims for breach of any contract or covenant, express or implied;
claims for breach of any fiduciary duty or other duty owed to Employee by
Company or to Company by Employee; tort claims; claims for wages or other
compensation due; claims for discrimination or harassment, including but
not limited to discrimination or harassment based on race, sex, pregnancy,
religion, national origin, ancestry, age, marital status, physical
disability, mental disability, medical condition, or sexual orientation;
and claims for violation of any federal, state or other governmental
constitution, statute, ordinance or regulation (as originally enacted and
as amended), including but not limited to claims under Title VII of the
Civil Rights Act of 1964, the Fair Labor Standards Act, the Employee
Retirement Income Security Act, the Consolidated Omnibus Budget
Reconciliation Act, the Family and Medical Leave Act, the Age
Discrimination in Employment Act, the California Fair Employment and
Housing Act, the California Family Rights Act, the California Labor Code,
the California Civil Code, and the California Wage Orders (collectively,
"Arbitrable Disputes").
(c) This mutual agreement to arbitrate claims does not limit
Employee's right to file an administrative charge with the Equal Employment
Opportunity Commission or any state agency charged with enforcement of fair
employment practice laws. This mutual agreement to arbitrate claims also
does not apply to or cover claims for workers' compensation benefits or
compensation, claims for unemployment compensation benefits, or claims
based upon an employee pension or benefit plan the terms of which contain
an arbitration or other non-judicial dispute resolution procedure, in which
case the provisions of such plan shall apply.
(d) A party with an Arbitrable Dispute must initiate the dispute
resolution process by submitting a written request for arbitration under
this Agreement within one year of the date the dispute first arose, or
within one year of the termination of employment, whichever occurs first;
provided, however, if the party's claim arises under any statute providing
a longer time in which to file a claim, that statute governs. A request
submitted by Employee must be directed to the Chairman of Employer at
Employer's principal place of business. A request submitted by Employer
shall be sent to the Employee at the Employee's address as reflected on
Employer's personnel records.
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(e) If an Arbitrable Dispute cannot be settled through negotiation,
the parties agree first to try in good faith to settle the dispute by
non-binding mediation administered by JAMS, before resorting to
arbitration. The mediator's fees and any administrative fees or costs
associated with the mediation shall be paid by Employer. Each party shall
bear its or his own costs of legal representation at the mediation.
(f) Any arbitration shall be conducted before a single arbitrator
under the Comprehensive Arbitration Rules and Procedures of JAMS then in
effect, except to the extent such Rules and Procedures are inconsistent
with any provision of this Agreement. Employer shall pay any arbitration
filing fee, and will bear all other costs of arbitration, including fees
for the services of the arbitrator and any court reporter ordered by the
arbitrator. Each party shall bear its or his own costs of legal
representation; provided, however, if any party prevails on a claim
entitling the prevailing party to attorneys' fees and/or costs, the
Arbitrator may award reasonable fees and/or costs to the prevailing party
in accordance with such claim. The arbitration shall take place in Orange
County, California. The Arbitrator shall have the authority to order such
discovery by way of deposition, interrogatory, document production, or
otherwise, as the Arbitrator considers necessary to a full and fair
exploration of the issues in dispute, consistent with the expedited nature
of arbitration. The Arbitrator shall issue a written decision that reveals
the essential findings and conclusions on which the decision is based, and
the Arbitrator's decision shall be subject to such judicial review as is
provided by law. This mutual agreement to arbitrate claims is enforceable
under and subject to the Federal Arbitration Act, 9 U.S.C. ss. 1 ET SEQ.
(the "FAA"), but if the FAA is held not to apply to this Agreement for any
reason, this mutual agreement to arbitrate claims shall be enforced under
the laws of the state of California.
(g) Employee and Employer agree that nothing contained in this
Agreement shall preclude either party from obtaining injunctive or other
equitable relief to restrain violations of this Agreement or applicable law
or to preserve the status quo pending the arbitration of any Arbitrable
Dispute.
(h) Employee and Employer hereby agree that this Agreement shall
survive the termination of Employee's employment with Employer.
8.9 LEGAL FEES. Except as set forth in Section 8.8 regarding the costs
of arbitration, if any legal action, arbitration or other proceeding is brought
for the enforcement of this Agreement, or because of any alleged dispute,
breach, default or misrepresentation in connection with this Agreement, the
successful or prevailing party shall be entitled to recover reasonable
attorneys' fees and other costs it incurred in that action or proceeding, in
addition to any other relief to which it may be entitled.
8.10 AT-WILL EMPLOYMENT. EMPLOYEE'S EMPLOYMENT MAY BE TERMINATED BY
EITHER EMPLOYER OR EMPLOYEE FOR ANY REASON OR NO REASON, AT ANY TIME. NOTHING
CONTAINED IN THIS AGREEMENT SHALL BE DEEMED OR CONSTRUED AS RECOGNIZING OR
CONSTITUTING ANYTHING OTHER THAN AN AT-WILL EMPLOYMENT RELATIONSHIP. THE AT-WILL
EMPLOYMENT RELATIONSHIP WILL REMAIN IN EFFECT UNLESS SPECIFICALLY MODIFIED BY AN
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INDIVIDUAL EXPRESS, WRITTEN AGREEMENT EXECUTED BY THE CHAIRMAN OF EMPLOYER AND
EMPLOYEE IN A WRITTEN AGREEMENT THAT SPECIFICALLY EXPRESSES A DESIRE TO MODIFY
THE AT-WILL NATURE OF EMPLOYEE'S EMPLOYMENT RELATIONSHIP WITH THE COMPANY.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on
the day and year first above written.
EMPLOYEE: EMPLOYER:
/s ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ADVANCED MATERIALS GROUP, INC.
------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇
By: /s ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chairman
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EXHIBIT A
BONUS CALCULATION
-----------------
▇▇▇▇ ▇▇▇▇▇ BONUS PLAN THRU FISCAL YEAR ENDING NOVEMBER 30, 2006
---------------------------------------------------------------
Bonus is earned as a percentage of the income (loss) from continuing operations before income taxes of AMG as reported on
forms 10-Q and 10-K.
EXAMPLE
-------
INCOME BEFORE TAXES
-------------------
$780,000 $2,100,000
INCOME BEFORE TAX PERCENTAGE FOR CALCULATING AMOUNT OF BONUS
----------------- EARNED (annually as a percentage of income
(Fiscal Year Based) (loss) from continuing operations)
before taxes)
up to $100,000 0% $0 $0
$100,001 to $250,000 0% $0 $0
$250,001 to $500,000 6% $15,000 $15,000
$500,001 to $800,000 8% $22,400 $24,000
$800,001 to $1,000,000 10% $0 $20,000
$1,000,001 to $2,000,000 3% $0 $30,000
Amounts greater than $2,000,000 1% $0 1000
TOTAL ANNUAL BONUS: $37,400 $90,000
Example of Payment of Bonus on Quarterly Year to Date Income 50% of Bonus Prior Quarters' Current
Basis (based on the year to date Income (Annualized) Before Bonus Earned as of Payments Within Quarter's
Before Tax at the end of each quarter) Tax at Quarter End Calculation Quarter End Fiscal Year Bonus
First Quarter Profit of $125,000 $500,000 $15,000 $7,500 $0 $7,500
Second Quarter Profit of $225,000 $700,000 $31,000 $15,500 $7,500 $8,000
Third Quarter Profit of $100,000 $600,000 $23,000 $11,500 $15,500 $0
Fourth Quarter Profit of $330,000 $780,000 $37,400 $15,500 $21,900
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$37,400