2006 Bonus and Compensation Letter Agreement between CMRG and Dennis R. Hernreich
This agreement between CMRG's Compensation Committee and Dennis R. Hernreich, the company's EVP, COO, and CFO, confirms his 2005 bonus and outlines his compensation for 2006. For 2005, Mr. Hernreich is awarded a $345,000 bonus and 160,000 stock options. For 2006, his salary is increased to $575,000, with a performance-based bonus also targeted at $575,000, determined solely by EBITDA results from existing operations. The bonus is capped at $862,500. To receive the bonus, Mr. Hernreich must be actively employed at the end of the fiscal year and at the time of payment.
Exhibit 10.2
| Date: | May 26, 2006 | |
| To: | Dennis Hernreich | |
| EVP, COO and CFO | ||
| From: | CMRG Compensation Committee |
Dennis:
This confirms your bonus for business year 2005. The results achieved yielded a 75% bonus against a target of $460,000 or $345,000. Congratulations on a great performance. At the April 24-25, 2006 meeting of the Board, the committee also recommended to the Board, and the Board authorized, that you should receive 160,000 options in recognition of your efforts during the business year, with an option exercise price equal to the closing price of the Company’s common stock on April 24, 2006.
As to the current year, business year 2006, we are raising your salary to $575,000 effective as of May 1, 2006.
Your targeted base bonus for business year 2006 will be $575,000 and will be performance based. The sole metric will be EBITDA (before extraordinary items). The illustrative table below shows EBITDA and bonus amounts in round numbers. The actual bonus will be calculated from real EBITDA dollar amounts.
The following table illustrates the parameters of the plan:
| EBITDA | Bonus % | Bonus $ | ||
| * | 0 | 0 | ||
| * | 80 | 460,000 | ||
| * | 85 | 488,750 | ||
| * | 90 | 517,500 | ||
| * | 95 | 546,250 | ||
| * | 100 | 575,000 | ||
| * | 105 | 603,750 | ||
| * | 110 | 632,500 | ||
| * | 115 | 661,250 | ||
| * | 120 | 690,000 | ||
| * | 125 | 718,750 | ||
| * | 130 | 747,500 | ||
| * | 135 | 776,250 | ||
| * | 140 | 805,000 | ||
| * | 145 | 833,750 | ||
| * | 150 | 862,500 |
The bonus is capped at 150% of your target. That is, any EBITDA in excess of *MM will still earn the maximum bonus of $862,500.
* [As supported by the Securities and Exchange Commission’s Frequently Asked Questions dated November 23, 2004 (Question 13), and consistent with the treatment of similar information under Instruction 2 to Item 402(k) of Regulation S-K, the Registrant has excluded information relating to target levels with respect to specific quantitative or qualitative performance – related factors, or factors or criteria involving confidential commercial or business information, the disclosure of which would have an adverse effect on the Registrant].
For purposes of this 2006 Bonus Plan, the 2006 EBITDA shall include only those CMRG operations that existed in 2005. For example, if the Company acquires another business in 2006, EBITDA generated from that business shall be excluded for purposes of this 2006 Bonus Plan.
Eligibility:
As has been our custom, to be eligible for the bonus, you must be actively employed at the end of the fiscal year and at the time of the bonus distribution.
Kindest Regards,
Compensation Committee:
| /s/ JESSE H. CHOPER | /s/ GEORGE T. PORTER, JR. | |||
| Jesse H. Choper | George T. Porter, Jr. |
