Compensation Agreement between Gary B. Vonk and the Board of Directors

Summary

This agreement outlines the terms of employment for Gary B. Vonk as President and Acting Chief Executive Officer. Mr. Vonk will receive an annual salary of $445,000, effective October 1, 2002, and a grant of 40,000 restricted shares that vest after two years, with possible acceleration under certain conditions. If Mr. Vonk is terminated without cause, he will receive a severance payment equal to one year's base salary, unless the termination follows a change of control as defined in a separate agreement. The agreement is signed by both parties.

EX-10.15 7 dex1015.txt COMPENSATION AGREEMENT WITH PRESIDENT & ACTING CEO EXHIBIT 10.15 Robert R. Schoeberl ###-###-#### Non-Executive Fax ###-###-#### Chairman of the Board November 11, 2002 Mr. Gary B. Vonk Dear Gary: Gary, this letter confirms the Board's agreement with you regarding title, compensation and severance payments: Position: President and Acting Chief Executive Officer Annual Salary Rate: $445,000 per year (effective as of October 1, 2002) Restricted Stock Grant: 40,000 Restricted Shares with Cliff Vesting on November 11, 2004 -- Subject to acceleration in the event of an involuntary termination without cause, termination for any reason subsequent to the placement of a new CEO (other than you) or as otherwise determined by the Board of Directors in its discretion. Severance: One year base salary for involuntary termination without cause, payable as a lump sum. (Does not apply in the event of a termination following a change of control of the nature described in Section 4(b) of your Change in Control Agreement, but only to the extent such agreement is then in effect.) Sincerely, /s/ Robert R. Schoeberl --------------------------------- Robert R. Schoeberl Non-Executive Chairman Agreed: /s/ Gary B. Vonk November 11, 2002 - ------------------ ------------------ Gary B. Vonk Date