AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT is dated as of the 15th day of January, 2007 by and between Super Vision International, Inc., a Delaware Corporation (SVI) and Michael A. Bauer (the Employee).
Background
A. SVI and the Employee entered into an Employment Agreement dated as of September 9, 2005 (the Agreement).
B. SVI and the Employee desire to amend the Agreement upon the terms and conditions set forth in this Amendment.
Agreement
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in the Agreement and this Amendment, the parties hereto agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Agreement.
2. Amendments to the Agreement. In accordance with Section 8(a) of the Agreement, the Agreement is hereby amended as follows:
2.1 Section 1(e) of the Agreement is amended in its entirety to read as follows:
(e) Stock Options. On the Signing Date, Employee will be granted a stock option to purchase 40,000 shares of Employers Class A common stock at an exercise price equal to the fair market value of such shares on the date of grant as determined by the Compensation Committee. Such option shall fully vest as to all 40,000 of the shares subject to the option on the Signing Date. Subject in all instances to Employees continued employment with Employer, on January 1, 2007, Employer shall grant Employee an option to purchase 25,000 shares of Employers Class A common stock at an exercise price equal to the fair market value of such shares on the Signing Date. Provided that the revenue milestones set forth in Employers 2006 Board approved operating plan are achieved this option shall vest as to 25,000 shares subject to such option on January 15, 2007. Subject in all instances to Employees continued employment with Employer, on January 1, 2008, Employer shall grant Employee an option to purchase 75,000 shares of Employers Class A common stock at an exercise price equal to the fair market value of such shares on the Signing Date. Provided that the revenue and net income before taxes milestones set forth in Employers 2007 Board approved operating plan are achieved this option shall vest as to 25,000 shares subject to such option on January 15, 2008 and 50,000 shares on March 31, 2008, respectively. If a revenue and net
income before taxes milestone is not achieved, but Employer achieves at least 25% of such milestone, than an option shall vest with respect to a corresponding pro rata percentage of shares on the relevant vesting date. For example, if Employer achieves 50% of the targeted net income before taxes milestone for 2006, 25,000, or 50%, of the shares subject to the applicable option shall vest on March 31, 2007. All such options shall be subject to the terms and conditions of Employers stock option plan pursuant to which the options are granted and shall be conditioned upon Employees execution of a stock option agreement with Employer in the form specified by the Compensation Committee.
For purposes of this Agreement, net income before taxes shall be determined without regard to any gains, losses, profits, charges or expenses realized by the Company from any legal proceeding to which the Company is a party that is pending on the Effective Date including, without limitation, awards to Employer of attorneys fees and costs incurred by Employer in such proceedings and any legal fees or costs of any party to such proceedings, other than Employer, that are paid by Employer.
2.2 Schedule 1 of the Agreement is amended in its entirety to read as set forth on Schedule 1 attached hereto.
3. Miscellaneous.
3.1 Except as specifically amended hereby, the remaining terms and provisions of the Agreement shall not be affected by this Amendment and shall remain in full force and effect.
3.2 This Amendment may be executed in any number of counterparts, each of which counterpart shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.
3.3 This Amendment shall be governed in all respects by the laws of the State of Florida.
3.4 The term Agreement as used in the Agreement and all other instruments and agreements executed thereunder shall for all purposes refer to such Agreements, respectively, as amended by this Amendment.
3.5. This Amendment shall not be considered a waiver by the parties of the observance of any term or breach of the Agreement and shall not be construed as a waiver of any subsequent non-observance or breach of that term or any other term of the same or a different nature.
Super Vision International, Inc.
Amendment to Employment Agreement
Page 2 of 3
The undersigned have executed this Amendment as of the day and year first written above.
SUPER VISION INTERNATIONAL, INC., | ||
a Delaware corporation | ||
By: | /s/ Brett M. Kingstone | |
Brett M. Kingstone, Chairman of the Board | ||
EMPLOYEE: | ||
/s/ Michael A. Bauer | ||
Michael A. Bauer |
Super Vision International, Inc.
Amendment to Employment Agreement
Page 3 of 3
Compensation Plan | Effective Date: | 1/1 to 12/31/2006 | ||
President & CEO | ||||
Plan Update: | 2-Nov-06 | |||
Employee | Mike Bauer |
Annualized Value | |||||||||||
Income Package: | |||||||||||
Base Salary: | $ | 180,000 | |||||||||
Additional: Car Allowance | $ | 12,000 | |||||||||
Target Bonus | % of Total Comp: 50% | $ | 190,000 | ||||||||
Target Total Compensation | $ | 382,000 | |||||||||
Part 1: Earnings Achievement | |||||||||||
Total Bonus Objective: | $ | 150,000 | |||||||||
1a. Gross Margin | 25 | % | $ | 37,500 | |||||||
Pay-out: | |||||||||||
Upon achieving 40% Gross Margin | 100 | % | $ | 37,500 | |||||||
Upon achieving 40.5% Gross Margin | 105 | % | $ | 39,375 | |||||||
Upon achieving 41% Gross Margin | 110 | % | $ | 41,250 | |||||||
Upon achieving 41.5% Gross Margin | 120 | % | $ | 45,000 | |||||||
1b. Net Operating Profit | 75 | % | $ | 112,500 | |||||||
Based on achieving the 2006 budgeted Net Operating income, after bonus allocation and audited results | |||||||||||
Part 2: Management Achievement | |||||||||||
Total Bonus Objective: | $ | 40,000 | |||||||||
Paid out on the completion of the following items: | |||||||||||
1. | Achieve Top Line Revenue Budget for 2006 | 25 | % | $ | 10,000 | ||||||
2. | Manage overall operating expense budget for 2006 | 25 | % | $ | 10,000 | ||||||
3. | Complete equity financing prior to 12/31/2006 | 50 | % | $ | 20,000 | ||||||
Part 3: Stock Option Incentive | |||||||||||
1. | CEO Agreement Date | 40,000 Stock Options | |||||||||
2. | January 15, 2007 - achievement of 2006 revenue in approved budget | 25,000 Stock Options | | Note: Stock options will be prorated if performance does not exceed 100%, but still achieves 25%. |
/s/ Brian McCann | ||
Prepared by Compensation Committee: | Brian McCann | |
/s/ Fritz Zeck | ||
Fritz Zeck | ||
/s/ Tony Nicolosi | ||
Tony Nicolosi | ||
Date: January 15, 2007 | ||
/s/ Michael A. Bauer | ||
Reviewed and Accepted by: | Michael A. Bauer - President & CEO | |
Date: January 15, 2007 |
** | This plan supersedes and cancels any and all other commission or bonus programs. |