CHAIRMAN,CHIEF EXECUTIVE OFFICER AND PRESIDENT

EX-10.1 2 v148402_ex10-1.htm
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT

Effective: January 1, 2009
 
 
 

 

CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT

PURPOSE:  To define the compensation plan for the Chairman, Chief Executive Officer and President.

SCOPE: Perma-Fix Environmental Services, Inc.

POLICY:  The Compensation Plan is designed to retain, motivate and reward the incumbent to support and achieve the business, operating and financial objectives of Perma-Fix Environmental Services, Inc. (the “Company”).

BASE SALARY:  The Base Salary indicated below is paid in equal periodic installments per the regularly scheduled payroll.

PERFORMANCE INCENTIVE COMPENSATION: Performance Incentive Compensation is available based on the Company’s financial results noted in Schedule A.  Performance Incentive Compensation in the nature of prepayments are payable in the month following each calendar year quarter in a lump sum.  Annual performance incentive pay is payable in the month following the close of the Company’s financial books, but in any event no later than March 15, 2010.  If the financial books are not closed as of March 15, the annual performance incentive pay will be based on a good faith estimate of the Company’s financial results for the applicable year.

SEPARATION:  Upon voluntary or involuntary separation from the Company the employee will be paid the base salary due to the last day of employment.  If employment is separated prior to a regularly scheduled quarterly or annual incentive compensation payment period as noted above, no incentive compensation is due to the incumbent.

ACKNOWLEDGEMENT:  Payment of Performance Incentive Compensation of any type will be forfeited, unless the Human Resources Department has received a signed acknowledgement of receipt of the Compensation Plan prior to the applicable payment date.

INTERPRETATIONS:  The Compensation and Stock Option Committee (the “Compensation Committee”) of the Board of Directors retains the right to modify, change or terminate the Compensation Plan at any time and for any reason.  It also reserves the right to determine the final interpretation of any provision contained in the Compensation Plan and it reserves the right to modify or change the Revenue and Net Income Targets as defined herein in the event of the sale or disposition of any of the assets of the Company.  While the plan is intended to represent all situations and circumstances some issues may not easily be addressed.  The Compensation Committee will endeavor to review all standard and non-standard issues related to the Compensation Plan and will provide quick interpretations that are in the best interest of the Company, its shareholders and the incumbent.
 
 
 

 

CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
 
Base Pay and Performance Incentive Compensation Targets

The compensation for the below named individual as follows:
Annualized Base Pay:
  $ 253,094  
Performance Incentive Compensation Target (at 100% of Plan):
  $ 126,547  
Total Annual Target Compensation (at 100% of Plan):
  $ 379,641  

The Performance Incentive Compensation Target is based on the schedule below.

         
Performance Target Thresholds
 
         
(Actual versus Plan)
 
           
85%
     
101%
     
121%
     
131%
     
141%
     
151%
       
           
-
     
-
     
-
     
-
     
-
     
-
   
161%
 
           
100%
     
120%
     
130%
     
140%
     
150%
     
160%
   
Plus
 
Target Objectives
                                                             
         
Performance Target Thresholds
 
   
Weights
     
85-100%
     
101-120%
     
121-130%
     
131-140%
     
141-150%
     
151-160%
     
161%+
 
                                                               
Revenue
    15 %     18,982       22,778       24,680       26,653       28,472       30,371       33,218  
                                                                 
Net Income
    55 %     69,601       83,521       90,484       97,446       104,400       111,361       121,801  
                                                                 
Health & Safety
    15 %     18,982       22,778       24,680       26,653       28,472       30,371       33,218  
                                                                 
Permit & License Violations
    15 %     18,982       22,778       24,680       26,653       28,472       30,371       33,218  
                                                                 
Unbilled Receivables
 
* If criteria (Item #5) for reducing unbilled AR are not met bonus will be reduced by 15%.
         
                                                                 
Potential Maximum
    100 %     126,547       151,856       164,524       177,404       189,816       202,475       221,455  
 
1)
Revenue is defined as the total consolidated third party top line revenue as publicly reported in the Company’s financial statements.  The percentage achieved is determined by comparing the actual consolidated revenue to the Board approved budgeted revenue.  The Board reserves the right to modify or change the Revenue Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition.
 
2)
Net Income is defined as the total consolidated bottom line net income applicable to Common Stock as publicly reported in the Company’s financial statements.  The net income will include all subsidiaries, corporate charges, dividends and discounted operations.  The percentage achieved is determined by comparing the actual net income to the Board approved budgeted net income.  The Board reserves the right to make adjustments to net income so as not to penalize the employee for actions in the current year which will contribute to net income in future years and it reserves the right to modify or change the Net Income Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition.  The Board further reserves the right to adjust net income to reflect charges resulting from the vesting of incentive stock options.
 
3)
The Health and Safety Incentive target is based upon the actual number of Worker’s Compensation Lost Time Accidents, as provided by the Company’s Worker’s Compensation carrier.  The Corporate Treasurer will submit a report on a quarterly basis documenting and confirming the number of Worker’s Compensation Lost Time Accidents, supported by the AIG Worker’s Compensation Loss Report.  Such claims will be identified on the loss report as “indemnity claims.”  The following number of Worker’s Compensation Lost Time Accidents and corresponding Performance Target Thresholds has been established for the annual Incentive Compensation Plan calculation for 2009.
 
 
 

 
 
Work Comp.
Claim Number
 
Performance
Target
 
       
7
   
85% - 100%
 
         
6
   
101% - 120%
 
         
5
   
121% - 130%
 
         
4
   
131% - 140%
 
         
3
   
141% - 150%
 
         
2
   
151% - 160%
 
         
1
 
  161% Plus
 
 
 
4)
Permits or License Violations incentive is earned/determined according to the scale set forth below:  An “official notice of non-compliance” is defined as an official communication from a local, state, or federal regulatory authority alleging one or more violations of an otherwise applicable Environmental, Health or Safety requirement or permit provision, which results in a facility’s implementation of corrective action(s).
 
Permit and 
License Violations
 
Performance
Target
 
       
7
   
85% - 100%
 
         
6
   
101% - 120%
 
         
5
   
121% - 130%
 
         
4
   
131% - 140%
 
         
3
   
141% - 150%
 
         
2
   
151% - 160%
 
         
1
 
161% Plus
 

 
5)
Unbilled trade receivables is the amount of unbilled reported per 10Q or 10K combining both the long term and current portion of unbilled.    Unbilled trade receivable balances older than 12/31/06 should be reduced by $4 million from $5,109,963 as of 12/31/08 to $1,109,963 by 12/31/09.

 
6)
No performance incentive compensation will be payable for achieving the health and safety and permit and license violation targets unless a minimum of 70% of the net income target is achieved.

 
 

 

Performance Incentive Compensation Prepayments

Performance incentive compensation will be prepaid each calendar to be applied against the annual performance incentive compensation when payable.  This prepayment will be calculated as follows:

First Quarter – a prepayment of the performance incentive compensation will be earned and payable by a comparison of the Board approved budget for the first quarter to the actual result for the first quarter.  With regard to the Health and Safety and the Permit and License Violations incentive, the number of claims or violations for the performance target shall be one quarter of the annual number.  The prepayment will be 15% of the performance incentive compensation which will be earned for the full year if this percentage achievement of the targets is maintained for the full year.

Second Quarter – a prepayment of the performance incentive compensation will be earned and payable by a comparison of the Board approved budget for the first and second quarters to the actual result for the first and second quarters.  With regard to the Health and Safety and the Permit and License Violations incentive, the number of claims or violations for the performance target shall be two quarters of the annual number.  The prepayment will be 30% of the performance incentive compensation which will be earned for the full year if this percentage achievement of the targets is maintained for the full year less the amount of the prepayment paid for the first quarter.

Third Quarter – a prepayment of the performance incentive compensation will be earned and payable by a comparison of the Board approved budget for the first, second and third quarters to the actual result for the first, second and third quarters.  With regard to the Health and Safety and the Permit and License Violations incentive, the number of claims or violations for the performance target shall be three quarters of the annual number.  The prepayment will be 45% of the performance incentive compensation which will be earned for the full year if this percentage achievement of the targets is maintained for the full year less the amount of the prepayment paid for the first and second quarters.

If at the conclusion of any calendar quarter, the performance incentive compensation prepayment due to an employee is negative as a result of subtracting the prepayments paid in previous quarters and the amount exceeds $25,000, the company will recover this overpayment by deducting this amount from payroll paid in accordance with the company’s normal payroll practices.

ACKNOWLEDGMENT:

I acknowledge receipt of the aforementioned Chairman, Chief Executive Officer and President 2009 - Compensation Plan.  I have read and understand and accept employment under the terms and conditions set forth therein.

/s/ Louis Centofanti
 
5/6/2009
 
/s/ Dr. Louis Centofanti
 
Date
 
       
/s/Mark Zwecker
 
5/6/09
 
/s/Board of Director
 
Date