Addendum A Consulting Fees and Performance Bonuses

 

1.

Consulting Fee.  An annual base consulting fee ("Annual Base Consulting Fee") equal to One Hundred Twenty Thousand Dollars ($120,000) shall be paid to Consultant by the Company for his Consulting Services in monthly increments equal to $10,000 per month. The monthly installment payments shall be paid by the 1st day of each month following the month in which said Consulting Fee was earned.

 

2.

Performance Bonus for New Accounts.  For the period from the Effective Date through December 31, 2009 and for each subsequent twelve (12) month Renewal Period, Consultant shall be eligible to earn a first year Performance Bonus for New Accounts equal to two and one-half (2.5%) percent of  the Gross Revenue (as defined below) from  New Accounts (as defined below). Pricing on all New Accounts must be approved by the Company’s Pricing Committee prior to acceptance of any New Account by the Company. Consultant shall be paid the full amount of the Performance Bonus for New Accounts quarterly, within 30 days after the end of the Company’s applicable fiscal quarter. For purposes of this Agreement, “New Accounts” shall be defined as (i) any new customer account which results in recurring monthly revenue (as defined below) for the Company which account is not in the Company’s pipeline as of the Effective Date; (ii) any customer account which results in recurring monthly revenue and which had not provided any recurring monthly revenue for the Company for the twelve (12) calendar months prior to the submission of new orders and (iii), in the case of both (i) and (ii), Consultant has been solely responsible for securing the new customer accounts or the new orders, as applicable.  Should other sales and marketing personnel or representatives of the Company be involved with or provide material assistance to Consultant in securing the New Accounts, then Consultant shall work out a sharing arrangement for a portion of Consultant’s Performance Bonus for New Accounts with such personnel and/or representatives.  “Gross Revenue” shall mean gross revenues from sales to New Customers net of returns, discounts, refunds, rebates, or any other similar charges incurred by the Company in connection with the sale or distribution of the goods, products and services of the Company. “Recurring monthly revenue” shall mean revenue received from at least three (3) orders placed with the Company during the Contract Term or any Renewal Term.

 

3.

Performance Bonus for Qualified Accounts. Consultant shall be paid a Performance Bonus for Qualified Accounts equal to one (1%) percent of the Gross Revenue from all Qualified Accounts (as defined below) and as listed under the Qualified Accounts section of this Addendum. The Performance Bonus on Qualified Accounts shall be paid to Consultant on Qualified Accounts for a period of five (5) years from the Effective Date in respect of Qualified Accounts described in Section 5 of this Addendum A or for a period of five (5) years after an account becomes a Qualified Accounts of the Company. Pricing on all Qualified Accounts must be approved by the Company’s Pricing Committee prior to acceptance of said account by the Company. For purposes of this Agreement, “Qualified Accounts” shall be those recurring annual revenue accounts listed in Section 5 below that were either (i) generating recurring annual Gross Revenue for the Company or were contracted or specified to use the Company’s coatings as of the Effective Date, or (ii) became Qualified Accounts after being a New Account with the Company upon the one (1) year anniversary of those accounts.  Consultant shall be paid the full amount of the Performance Bonus on Qualified Accounts quarterly, within 30 days after the end of the Company’s applicable fiscal quarter.

 

4.

Quarterly Performance Bonuses Calculation and Payment Example.  Following is an example of how the Performance Bonus for Qualified Accounts and New Accounts would be calculated each quarter (by using numbers for the appropriate quarters) to determine the Performance Bonuses owed to Consultant by the Company:

 

5.

Qualified Accounts. Following is Consultant’s list of Qualified Accounts, as accepted by the Company, as of the Effective Date.

LIST OF QUALIFIED ACCOUNTS

Belanger’s Headers

Clover Leaf Auto

Bender’s Custom Exhaust

Cobras N Vettes

5R Restorations

Bernie Edging

Competition Heads

928 Motorsports

Beverly Hills Ducati

Confederate Motorsports

A Plus Powder Coaters

Bill Dempsey

Corvette Masters

AC Car Craft

Bill Richert

County Corvette

Acky Surcz/AM Performance

Bimmer World

Cox Motorsports

Action Brass Co.

Blast From The Past

CTS Enterprises

Action Powder Coating

Blouch Turbo Inc.

Custom Engineering

Adrian Thor

BME Industrial Powder Company

Custom Speed Sound

AG Automotive

BMW of Manhattan

Dale Fultz

AHM Performance

BNT Performance

Dale Klein

Air-Tech

Bob Lucia

Danny Addington

AJRS

Bob/Midway Service

Danville Engine

Al Pruiett & Sons

Bob’s Automotive Racing

DAS

Alex’s Exhaust

Boosted Brad’s

Dave Arundel

Allen Lowery

Boss Hoss

Dave Haas Hot Rods

Amarillo Specialty Car

Bowmansville Maintenance

David Wooding

American Chopper FX

Brad Callander

Delorean Motor Company

American Cylinder

Brad Jeter Racing

Delorean Motor Company

American Racing

Brady’s High Performance

Dennis Newell

American Sport Bike

Brauning Motorsports

Devek Performance

AMP Custom Motorcycles

Brian Garrett

Dezod Motorsports

Andrew Rousos

Brian Greco

Diamond Marine

Andrew’s Powder CTG.

Brian Lumberg

Dick Miller Racing

Andy Raiss

Brian Reinhart Wilder

Don’s Hot Rod

Antrim Diesel

British Motor Company

Don’s Hot Rod

Apex Motorsports

Broadfoot Racing

Donald Houchin

Archer Racing

BRP

Doug Butler

Arizona Z Car

Bruce Kerrigan

Doug Jenkin’s Custom

Arkansas Performance

Bruce Rossmeyer HD

Doug Wilkes

Arnie Beswick

Brunton Automotive

Drago’s Corvette

ATA

CA Harley Davidson

DTS

Auto Sport

Calvin’s Automotive

Dynatech

Automotive Spec.

Camaro Concepts

E & R Grinding

B & B Performance

Canepa Design

East Coast Chevy

B & M Performance

Cantwell Cullen

Eastcoast Performance

Ballistic Cycles

Carter’s Powder Coating

ECP Powdercoating

Banzai Motorsports

CH Motorcars LLC

ECR

Barloworld

Chris Gaston

Eddie South

Baton Rouge Powdercoating

Chris Kato

Elan Motorsports

Bavarian Motorsport

Chuck Miller Restoration

Electro Forming System

Beach Hawg

CJC Auto Parts

Elliot Thompson

Becker’s Powder House

Clean Air

Elsinger Machine Service

Belanger Custom

Clients Racing

Elyria HD

Emmons Motorsports

Haledon Auto Parts

Jersey Muscle Cars

ESP Products

Hannum’s Harley Davidsohn

Jim Dunn Racing

European Service Center

Harbor Restoration

Jim Ewing

Evans Automotive

Harley Davidson Cool Springs

Jim Gulrich

Every Last Detail

Harley Davidson of Reno

Jim Taylor Engine

Exotic Cars USA

Harv Hennington

Jim’s Cycle & Performance

Exotic Performance

Hauck Power Sports

JMS Chip & Performance

F Body Central

Haulin Speed

Joe Coleman

F Body Motorsports

Hawaya Racing

Joe Gerst

F.E.N. Enterprises

Hawkins Auto Stores

Joe King

Fast Forward Motorsports

Heffner Performance

Joe Rankin

Fast Lane Race Cars

Henry Crader

Joe Slaughter

Felker Racing

Henry Thomas

John Beekely

Fig Speed

High Country Harley

John Deere

Finish Line Performance

High Speed Composites

John Spurlock

First Class Rides

High-Tech Performance

Johnny’s Custom Shop

Flames Unlimited

Hill Side Street Rods

Johnny’s Rod Shop

Flatlander’s

Hollywood’s Specialty

JW Customs

Force Motor Products

Horsepower Freaks

K & M

Ford Six Performance

Horsepower Unlimited

K & S Auto Stores

Forged Performance

Hot Rod Construction

K.L.J. Automotive

Forrester’s Chrome

Hot Rod Garage Parts

Ken Johnson

Fortress Performance

HP Performance

Kenneth McKenna

Fourintune

HP Products

Kevin Kay Restorations

Fred Snipes

Hughes Air Aviation

Keyes Fiber Corp

Full Tilt Auto

Hugo Bartell

Kook

Gary Huston

Humble Equipment

Kurt Logan

Gary Mulher

Huntsville Engine

Lamar Walden Auto

GDLS

Hurricane Motorsports

Lane Custom Products

Gearhead Garage

ICS Motorsports

Larry Thomas

Gellner Engineering

Icy Phoenix Racing

Larry’s Hot Rod

General Atomic

Insane Custom Cycles

Laust Pedersen

Gessford Machine

Intense Motorsports Racing

Lee on Track Performance

Gessler Head Porting

Iron Man 4WD

Leon’s Exhaust

G-Force

ISIS Imports

Leroy Enterprises

Gilmore Performance

Island Racing

Levy Racing

Glenn’s Alignment

J & S Performance

Lew’s Vinton Auto

Gollers Hot Rods

JAE Lotus Parts

LG Motorsports

Gordie’s Speed

Jaguars Unlimited

Lizzard Racing

Great Lakes Diesel

James Roberts

Lloyd Rascoe

Greg Hibbits

Jarvis Marine Performance

LM Performance

Griffin Custom

JBZ Race Cars

Loop LLC

Gruppe-s Engineering

JD Kurzmann

Lorenzo Carter

GT Spec Auto Sport

Jeff Walton Restoration

Lucky Charm Chopper’s

Gulf Coast Powder Coating

Jerry Avery

Lucky Cycle

GVs Racing

Jerry James

Lucky’s Race Cars

H & J Motorsports

Jerry’s Speed Shop

Lynn Speed & Custom