Millennium Stock Option Plan Replacement for 1997 Bonus Plan

Summary

This agreement outlines the Millennium Stock Option Plan, a voluntary program allowing employees to replace their existing 1997 Bonus Plan options. The plan provides long-term, performance-based stock options, with vesting over five years and full vesting at retirement or company change in control. Employees receive a partial cash payment if the company's share price reaches $50, and the number of options is determined by a formula based on base salary. The plan does not affect the annual cash bonus program and is designed to incentivize long-term shareholder value.

EX-10.4 12 a2053407zex-10_4.txt EXHIBIT 10.4 Exhibit 10.4 1997 BONUS PLAN REPLACEMNT - MILLENNIUM STOCK OPTION PLAN PRIMARY FEATURES: o Voluntary replacement program, any employee may stay with existing Bonus Plan o Establishes a viable Long Term shareholder value linked performance incentive Plan for all employees and employees yet to come o Does not replace annual Short Term merit based performance incentive cash bonus plan o Modeled after Matador's existing Stock Option Plan except for SAR's - Vesting 20% at inception, 20% per year thereafter - Ten year period to Option expiration - Excludes SAR provision (Runway Plan requires we are public) - 100% vested at retirement (age 65) or change in control - Expandable via adding new Option allocations in subsequent years o Partial Cash payment when $50/share valuation threshold is met o Number of Options tied by formula to base salary amount SPECIFIC FEATURES: o Cash payment equal to 25% of Base Salary upon satisfaction of $50/share value threshold, no deadline for threshold achievement o 250 Options per $10,000 in salary for Runway participants electing to convert o 100 - 200 Options per $10,000 in salary for Non-Runway participants