This Schedule A-5 dated March 10, 2021, is issued pursuant to the Fourth Amended and Restated Executive Employment Agreement by and among Company, Parent and Executive, dated March 20, 2019 (the Agreement), and shall be incorporated therein and governed by the terms and conditions of such Agreement. This Schedule A-5 is effective April 1, 2021, and is intended to replace any previously issued Schedule A.
1. Position: Chief Executive Officer and President. Executive shall report in such capacity to the Board.
2. Base Salary: $540,000 per year.
3. Bonus: Executive will be entitled to an annual performance-based cash bonus of $210,000, for the achievement of certain financial and operational targets. These targets, and the bonus dollars tied to such targets, will be determined and communicated to you by the Board on an annual basis. For the 2021 calendar year your bonus will be determined as follows:
One Hundred Five Thousand Dollars ($105,000) of your bonus will be based on the following performance measures:
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ITS Non-GAAP EBITDA; and
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ITS Gross Profit Dollars.
The remaining One Hundred Five Thousand Dollars ($105,000) of your bonus is based on the reducing the overall HIB percentage of ITS employees.
The target amount for each measure for the 2021 calendar year is set forth on Appendix 1 to this schedule. Should Company fail to achieve the target amount for the above performance measures, Executives annual performance-based bonus, if any, shall be based upon Companys evaluation of the percentage of the target amount achieved during the year. Conversely, should Companys performance exceed the target amount for the above performance measures, Executives annual performance-based bonus may exceed the bonus amount stated above, based upon Companys evaluation of the percentage of the over-achievement of such target amount(s). All bonuses will be paid by March 15, 2022, following the completion of Companys year-end audit. If Executive leaves Company voluntarily, or is terminated with Cause, before December 31, 2021, Executive will not be eligible for a bonus. If Executive is terminated by Company during 2021 without Cause, Executives bonus calculation will be based on Companys annual results (calculated as though Executive were still an employee) and a prorated bonus will be paid considering the days in 2021 in which Executive was employed by Company divided by 365.
4. Benefits: Executive is eligible for standard company benefits in the same manner as other executives of Company.