Kevin Gregory 2007 Senior Vice President & CFO Pay Plan Agreement

Summary

This agreement outlines the 2007 compensation plan for Kevin Gregory as Senior Vice President and Chief Financial Officer. It includes a three-year term, a base salary of $310,000 (with potential increase), signing bonuses in cash and restricted shares, quarterly performance-based bonuses, and allowances for auto and communications. If terminated without cause, Mr. Gregory receives 12 months' severance and immediate vesting of deferred compensation. The agreement also details vesting schedules and conditions for reimbursement if he leaves early. It is attached as an exhibit to his existing employment agreement.

EX-10.(III)(O)(2) 2 ex10_iiio2.txt EXHIBIT 10.(III)(O)(2) EXHIBIT 10(III)(O)(2) KEVIN GREGORY SENIOR VICE PRESIDENT & CHIEF FINANCIAL OFFICER 2007 PAY PLAN Salary $310,000 (1) - ------ Term New three (3) year contract - ---- Signing Bonus 11,500 restricted shares (subject to four year - ------------- vesting) 11,500 shares granted upon 1st anniversary (subject to four year vesting) 11,500 shares granted upon 2nd anniversary (subject to four year vesting) 45,000 cash upon execution of agreement (if employee leaves for any reason or is terminated for cause within initial 3 year term, then the prorated / unvested portion must be reimbursed to the Company) Auto Allowance $900 per month - -------------- Communications Allowance $250 per month - ------------------------ Disability one year's base salary - ---------- Life Insurance 750,000 years one, two and three - -------------- QUARTERLY BONUS BASED ON COMPANY NPBT >XXX% NPBT = $15,000 >XXX% NPBT = $20,000 >XXX% NPBT = $25,000 QUARTERLY BONUS BASED ON COMPANY DSO'S YEAR END TOTAL COMPANY BONUS > XXX million in sales = $25,000 + 12,500 options (3) > XXX million in sales = $37,500 + 17,500 options (3) > XXX million in sales = $50,000 + 22,500 options (3) Minimum of XXX% NPBT required - ----------------------------- @ XXX cents EPS = $25,000 + 12,500 options (3) @ XXX cents EPS = $37,500 + 17,500 options (3) @ XXX cents EPS = $50,000 + 22,500 options (3) All other T&C's and standard language to apply as did in the past (i.e. Vesting schedules, deferred, changes in business model, etc ). Attach as an exhibit to existing employment agreement. (1) If second benchmark of year end Company bonus is achieved then base salary shall be increased to $325,000. (2) If employee is terminated without cause then employee is entitled to 12 months severance (at then current base salary) and all deferred compensation, option and restricted share grants are immediately vested. Plus, employee is eligible for any bonuses deemed earned in the existing year. (3) Options are subject to a three year vesting schedule. 50% of cash consideration will vest over a three year period. Company reserves the right to substitute restricted shares or other forms of compensation in lieu of stock options.