EXHIBIT 10.28
SECOND AMENDMENT TO CONSULTING AGREEMENT BETWEEN THE COMPANY AND ▇▇▇▇ ▇▇▇▇▇
AGREEMENT made this 1st day of April, 1998 between Media Arts Group, Inc.
(hereinafter "the company" and ▇▇▇▇ ▇▇▇▇▇ (hereinafter, "the consultant").
WITNESSETH
(1) As compensation of the consultant's services hereunder, the company agrees
to pay the consultant an additional amount (hereinafter, "incentive
compensation") equal to Paragraph (2) below based on EPS growth of
consolidated net earnings of the company and its subsidiaries.
(2) The earnings per share growth of the company shall be determined from a
base EPS of .98 established 4/1/98. The net earnings per share
calculation for the Agreement will be the same calculation used for the
company's management incentive bonus plan. Consultant will receive
incentive compensation in two parts. The 1st incentive payout will be
based on EPS growth as of 10/1/98. The 2nd incentive payout will be based
on EPS growth as of fiscal year end, 3/31/99, minus the 1st incentive
payout
Threshold Target Superior
--------- ------ --------
EPS Incentive EPS Incentive EPS Incentive
--- --------- --- --------- --- ---------
0.98 - 1.02 11,000 1.36 - 1.39 98,000 1.61 - 1.67 188,000
1.03 - 1.07 22,000 1.40 - 1.42 108,000 1.68 - 1.73 208,000
1.08 - 1.12 33,000 1.43 - 1.45 118,000 1.74 - 1.79 228,000
1.13 - 1.17 44,000 1.46 - 1.48 128,000 1.80 - 1.85 248,000
1.21 - 1.25 55,000 1.49 - 1.51 138,000 1.86 - 1.91 268,000
1.25 - 1.29 66,000 1.52 - 1.54 148,000 1.92 - 1.97 288,000
1.29 - 1.33 77,000 1.55 - 1.57 158,000 1.98 - 2.03 308,000
1.33 - 1.35 88,000 1.58 - 1.60 168,000 2.03 - 2.17 328,000
(3) The determination of consolidated net earnings per share made shall be
final and binding on company and consultant, and no adjustments in
incentive compensation shall subsequently be made because of adjustments
in federal income taxes or other items. The consolidated growth of net
earnings per share for purposes of this incentive compensation shall be
computed and paid out not later than 30 days after 10/1/98 and 3/31/99,
company's fiscal year end.
IN WITNESS WHEREOF the company and the consultant have executed this
agreement as of the day and year first written above.
MEDIA ARTS GROUP, INC. ▇▇▇▇ ▇▇▇▇▇
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇
----------------------- --------------
CEO Consultant