Stock Option Replacement Program Agreement

Summary

This agreement outlines a program where officers and key employees of the company can choose to receive stock options instead of part or all of their base salary, sales commissions, or incentive compensation. The Compensation Committee determines the amount of stock options granted, typically offering $4 in stock option value for every $1 of compensation given up. The program aims to align employee interests with shareholders by increasing the variable, performance-based portion of compensation.

EX-10.9 5 0005.txt STOCK OPTION REPLACEMENT PROGRAM EXHIBIT 10.9 STOCK OPTION REPLACEMENT PROGRAM In keeping with the company's philosophy of encouraging stock ownership by officers and employees, the company offers several programs which allow officers and key employees to elect to receive stock options in lieu of some or all of the compensation earned as base salary, sales commissions or under certain incentive plans. By foregoing such compensation for stock options, the variable "at risk" component of each officer's or employee's compensation package is increased, motivating them to perform to enhance shareholder value over the long term. Under the program, the amount of the stock option grants are determined by the Compensation Committee of the Board of Directors and to date have primarily been on the basis of $4 in fair market value of stock options for each $1 of compensation foregone.