ex10-2.htm


    Exhibit
10.2

    


     

    2009
INX Named Executive Compensation Plan

    


     

    This
document sets forth the executive compensation plan for 2009 for the three top
executives of INX:  Jim Long, Mark Hilz and Brian Fontana (the "Named
Executives").

     

    Prior to
2009 the executives were paid a salary and a Quarterly Cash Bonus, and from time
to time received certain equity grants.  There are substantial changes
to the compensation plan for 2009 as set forth herein.

     

    For 2009
the executive compensation will consist of five components, base salary, equity
compensation, a Quarterly Cash Bonus, an annual bonus based on operating income
and a bonus related to the performance of any acquisitions closed in
2009.  The acquisition bonus actually will span two years following
any acquisitions closed during 2009.

     

    1.  Base
Salary.

     

    For 2009
the salary levels were left unchanged as compared to 2008 levels due to the
current negative economic environment.

     

    2.  Equity
Compensation.

     

    The
Company is making a somewhat larger grant of equity for 2009 than for prior
years, and as compared to what it is  likely to grant in future years
in terms of the quantity of shares.  This grant is being done in part
because of the fact that the Company is not providing any salary increase, and
is decreasing the percentage of the quarterly cash bonus in the prior
year,  and to  provide an increased financial incentive to
the executive team to improve shareholder value in the difficult economic and
market conditions.

     

    The
Company is granting a total of 176,000 restricted shares of INX common stock in
total to the three Named Executives as set forth below.

     

    
      
        
          
            
              
                
                  
                    	 
      	
                            Shares

                          
	
                            Jim
      Long

                          	
                            50,000

                          
	
                            Mark
      Hilz

                          	
                            72,500

                          
	
                            Brian
      Fontana

                          	
                            53,500

                          


                  

                   

                

              

            

          

        

      

    

    
    

    A portion
of the grant to Hilz and Fontana, (12,500 shares for Hilz and 13,500 shares for
Fontana), or 26,000 in total, will vest immediately and will have a restriction
on sale for a period of one year following the grant.  The balance of
the shares will vest ratably over five years, with 1/5 vesting upon the
anniversary date of the grant each year.

     

    3.  Quarterly Cash
Bonus.

     

    As in
prior year plans, the compensation plans for the Named Executive Officers for
2009 included a quarterly bonus, payable in cash, calculated as a percentage of
base salary, and determined based upon financial performance of the Company as
compared to a target set forth by the Compensation Committee (the "Quarterly
Cash Bonus"). In order reduce the Quarterly Cash Bonus as compared to the plan
that was utilized prior to 2009, which will be compensated by two new potential
bonuses as set forth below, the Company is reducing the total pay-out of the
Quarterly Cash Bonus for 2009 as compared to prior year levels.

     

    The prior
bonus plan paid a Quarterly Cash Bonus ranging from 0% of quarterly salary to as
high as 90% of quarterly salary based upon attainment of financial
goals.  For 2009 the Quarterly Cash Bonus can range from zero percent
of quarterly salary to as high as 50% of quarterly salary based upon actual
financial results as compared to the target set forth by the Compensation
Committee.

     

    The plan
for 2009 will be based upon "Adjusted Operating Income", which is defined for
these purposes as Operating Income, calculated in accordance with GAAP, minus
two non-cash normal recurring expenses, 123R equity-based compensation and
depreciation/amortization.

     

    The
Quarterly Cash Bonus will be calculated based upon a two-quarter rolling average
of actual results compared to a two quarter rolling average of the target set by
the compensation committee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    For 2009,
the "target" is a percentage amount equal to the annualized ratio of a
two-quarter rolling average of Adjusted Operating Income divided by "Operating
Capital" used in the operations of the business during the two quarter
period.  "Operating Capital" is defined as the average capital used in
the operations of the business during the period, using the average at the
beginning and end of each quarterly period, and being defined as total
stockholder's equity, plus debt, minus cash.  The resultant ratio is
multiplied by four to "annualize" the result of the rolling two-quarter
result.  By way of example, if the average Adjusted Operating Income
for a particular two-quarter rolling average was $1,000,000, and average
stockholder's equity, debt and cash for such two-quarter period was $20,000,000,
$100,000 and $10,000,000, respectively, then the annualized "Adjusted Operating
Return on Operating Capital" would be 39.6% ($1,000,000 / $10,100,000 *
4).  The Quarterly Cash Bonus earned in this example would be 31% of
the quarterly salary of the three Named Executives.

     

    The
Quarterly Cash Bonus can range between zero and 50% of quarterly
salary  When setting the matrix for determination of the Quarterly
Cash Bonus for 2009, the Compensation Committee considered the impact of the
current constrained economic conditions.

     

    For the
four quarters of 2009, with the bonus for each quarter being based upon the
average of the actual 2009 quarter and the immediately preceding quarter, the
bonus amount will be the percentage of quarterly salary set forth in the table
below.

     

    
      
        
          
            	 
      	 
      	
                    Bonus
      As A

                  
	
                    Adjusted
      Operating

                  	 
      	
                    Percentage
      Of

                  
	
                    Return On Operating Capital

                  	 
      	
                    Quarterly Salary

                  
	 
      	 
      	 
      	 
      	 
      
	
                    0%

                  	
                    -

                  	
                    10%

                  	 
      	
                    0%

                  
	
                    10%

                  	
                    -

                  	
                    12%

                  	 
      	
                    2%

                  
	
                    12%

                  	
                    -

                  	
                    14%

                  	 
      	
                    3%

                  
	
                    14%

                  	
                    -

                  	
                    16%

                  	 
      	
                    5%

                  
	
                    16%

                  	
                    -

                  	
                    18%

                  	 
      	
                    6%

                  
	
                    18%

                  	
                    -

                  	
                    20%

                  	 
      	
                    7%

                  
	
                    20%

                  	
                    -

                  	
                    22%

                  	 
      	
                    9%

                  
	
                    22%

                  	
                    -

                  	
                    24%

                  	 
      	
                    11%

                  
	
                    24%

                  	
                    -

                  	
                    26%

                  	 
      	
                    13%

                  
	
                    26%

                  	
                    -

                  	
                    28%

                  	 
      	
                    15%

                  
	
                    28%

                  	
                    -

                  	
                    30%

                  	 
      	
                    17%

                  
	
                    30%

                  	
                    -

                  	
                    32%

                  	 
      	
                    19%

                  
	
                    32%

                  	
                    -

                  	
                    34%

                  	 
      	
                    22%

                  
	
                    34%

                  	
                    -

                  	
                    36%

                  	 
      	
                    25%

                  
	
                    36%

                  	
                    -

                  	
                    38%

                  	 
      	
                    27%

                  
	
                    38%

                  	
                    -

                  	
                    40%

                  	 
      	
                    31%

                  
	
                    40%

                  	
                    -

                  	
                    42%

                  	 
      	
                    34%

                  
	
                    42%

                  	
                    -

                  	
                    44%

                  	 
      	
                    38%

                  
	
                    44%

                  	
                    -

                  	
                    46%

                  	 
      	
                    42%

                  
	
                    46%

                  	
                    -

                  	
                    48%

                  	 
      	
                    46%

                  
	
                    48%

                  	
                    -

                  	
                    50%

                  	 
      	
                    49%

                  
	
                    >

                  	
                    -

                  	
                    50%

                  	 
      	
                    50%

                  


          

        

      

    

     

    4.  Annual Operating Income
Bonus:

     

    For 2009
we are introducing a new additional bonus, the "Annual Operating Income
Bonus".  This bonus is intended to provide a financial motivation to
the Named Executives to maximize operating income, as well as the ratio of
operating income to Operating Capital (as defined above).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
bonus will be payable after the completion and reporting of the 2009 financial
results and will be payable half in cash at minimum, and up to half in shares of
INX common stock (at the Company's discretion).  Any shares issued as
a part of the bonus will be immediately vested.

     

    50% of
this bonus pool will be distributed among the three Named Executives in a
pre-determined fixed manner as set forth in the table below.

     

    
       

      
        
          
            
              
                
                  
                    
                      	 
      	
                              %
      of Total

                            
	
                              Jim
      Long

                            	
                              30%

                            
	
                              Mark
      Hilz

                            	
                              40%

                            
	
                              Brian
      Fontana

                            	
                              30%

                            


                    

                  

                

              

            

          

        

      

    

     

    The other
50% of such bonus pool will be payable to the three Named Executives based upon
their contribution to the results, as determined by the compensation committee
immediately prior to the bonus being paid.

     

    The
percentage of operating income in the bonus pool will be based upon the average
of the four quarters of 2009 Adjusted Operating Return On Operating Capital
utilized for the calculation of the Quarterly Cash Bonus for each of the 2009
quarters.  The actual dollar amount of the bonus pool will be the
percentage of GAAP operating income (adjusted only for extreme unusual non-cash
charges determined solely at the discretion of the Compensation Committee)
associated with the level of Adjusted Operating Return on Operating Capital as
set forth in the table below.

     

    
      
        
          
            	
                    Adjusted

                  	 
      	
                    %
      of GAAP

                  
	
                    Operating
      Return

                  	 
      	
                    Operating
      Income

                  
	
                    On Operating Capital

                  	 
      	
                    In Bonus Pool

                  
	 
      	 
      	 
      	 
      	 
      
	
                    0%

                  	
                    -

                  	
                    10%

                  	 
      	
                    3.00%

                  
	
                    10%

                  	
                    -

                  	
                    12%

                  	 
      	
                    3.14%

                  
	
                    12%

                  	
                    -

                  	
                    14%

                  	 
      	
                    3.29%

                  
	
                    14%

                  	
                    -

                  	
                    16%

                  	 
      	
                    3.44%

                  
	
                    16%

                  	
                    -

                  	
                    18%

                  	 
      	
                    3.59%

                  
	
                    18%

                  	
                    -

                  	
                    20%

                  	 
      	
                    3.75%

                  
	
                    20%

                  	
                    -

                  	
                    22%

                  	 
      	
                    3.92%

                  
	
                    22%

                  	
                    -

                  	
                    24%

                  	 
      	
                    4.08%

                  
	
                    24%

                  	
                    -

                  	
                    26%

                  	 
      	
                    4.26%

                  
	
                    26%

                  	
                    -

                  	
                    28%

                  	 
      	
                    4.44%

                  
	
                    28%

                  	
                    -

                  	
                    30%

                  	 
      	
                    4.62%

                  
	
                    30%

                  	
                    -

                  	
                    32%

                  	 
      	
                    4.81%

                  
	
                    32%

                  	
                    -

                  	
                    34%

                  	 
      	
                    5.01%

                  
	
                    34%

                  	
                    -

                  	
                    36%

                  	 
      	
                    5.21%

                  
	
                    36%

                  	
                    -

                  	
                    38%

                  	 
      	
                    5.42%

                  
	
                    38%

                  	
                    -

                  	
                    40%

                  	 
      	
                    5.63%

                  
	
                    40%

                  	
                    -

                  	
                    42%

                  	 
      	
                    5.85%

                  
	
                    42%

                  	
                    -

                  	
                    44%

                  	 
      	
                    6.08%

                  
	
                    44%

                  	
                    -

                  	
                    46%

                  	 
      	
                    6.31%

                  
	
                    46%

                  	
                    -

                  	
                    48%

                  	 
      	
                    6.55%

                  
	
                    48%

                  	
                    -

                  	
                    50%

                  	 
      	
                    6.80%

                  
	
                    >

                  	
                    -

                  	
                    50%

                  	 
      	
                    7.00%

                  


          

        

      

    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.  Acquisition
Bonus:

     

    The
"Acquisition Bonus" is bonus designed to provide the Named Executives with a
financial incentive to find, negotiate, close, and then effectively integrate
and manage acquisitions.

     

    This
bonus will be paid in two components, the first component being payable as soon
as practicable following the completion of the financial statements reflecting
the first full twelve months of operations of the subject acquisition following
the closing of the transaction (the "First Year"), and the second component
being payable as soon as practicable following the completion of the financial
statements reflecting the second full twelve months of operations of the subject
acquisition (the "Second Year").

     

    This
bonus will be paid half in cash at minimum, and up to half in shares of INX
common stock (at the Company's discretion). Any shares issued as a part of the
bonus will be immediately vested.

     

    The
Acquisition Bonus will be paid to the three Named Executives out of a "bonus
pool" that is based upon the direct operating income, calculated in accordance
with GAAP, generated by the acquired operations in a subject period of time (the
"Acquisition Bonus Pool").

     

    
      	
               
      

            	
              ·

            	
              For
      the First Year, the Acquisition Bonus Pool will be a dollar amount equal
      to 10% of the operating income attributable by the subject acquisition
      during the subject year, excluding any allocation of corporate-level
      overhead expenses, over and above a threshold of 8% of the total purchase
      price (including any earn-out paid or expected to be paid related to the
      subject year performance)

            


    

     

    
      	
               
      

            	
              ·

            	
              For
      the Second Year, the Acquisition Bonus Pool will be a dollar amount equal
      to 10% of the operating income attributable by the subject acquisition
      during the subject year, excluding any allocation of corporate-level
      overhead expenses, over and above a threshold of 12% of the total purchase
      price (including any earn-out paid or expected to be paid related to the
      subject year performance)

            


    

     

    The
Acquisition Bonus will be paid 50% in a fixed, pre-determined manner (the same
split between the executive manager team members as set forth in the table in
the Operating Income Pool Bonus section above.  The other 50% of such
bonus pool will be distributed to the three Named Executives based upon their
contribution to the transaction, as determined by the compensation committee
immediately prior to the payment of the Acquisition Bonus.

     

    In order
for an executive to receive a distribution of the Acquisition Bonus Pool for a
particular year following a particular acquisition, the executive must be
employed by INX during the entire 12-month period for which such yearly bonus
distribution is being made.