ironclad_8k-ex1001.htm


    Exhibit
10.1

    


    Ironclad
Performance Wear Corporation

    2009 Profit Sharing
Plan

    


     

    Ironclad
Performance Wear Corporation (the “Company”) has established a profit sharing
plan for its management and eligible employees designed to encourage and reward
the team for achieving, at a minimum, EBIT (Earnings Before Interest and Taxes),
or sometimes referred to as Operating Income, break-even.  Further,
the plan is designed such that exceeding EBIT break-even will result in a great
participation in the profit sharing allocation.

    


    For the
purposes of this plan, EBIT, is defined as Net Sales minus COGS (Cost of Goods
Sold) minus SG&A (Sales, General & Administrative)
Expenses.  Interest income, interest expense, other income
(extraordinary or otherwise), FAS 123r Stock Option expenses, amortization,
depreciation and taxes are not used in the calculation of EBIT.

    


    Under
this plan, which is effective only for fiscal year 2009, Ironclad will
contribute the following amounts to a profit sharing pool if the Company
achieves at least 95% of the originally forecasted Net Sales for
2009:

    


    
      
        	
                 
      

              	
                (a)

              	
                $100,000
      if EBIT for fiscal year 2009 is zero or greater (positive), plus

              


      

      


      
        	
                 
      

              	
                (b)

              	
                50%
      of positive EBIT for every dollar above EBIT break-even up to $100,000 of
      EBIT, plus

              


      

      


      
        	
                 
      

              	
                (c)

              	
                25%
      of positive EBIT for every dollar between $100,001 and $500,000,
      plus

              


      

      


      
        	
                 
      

              	
                (d)

              	
                10%
      of positive EBIT for every dollar greater than
  $500,001.

              


      

    

     

    There is
no cap on the aggregate size of the profit sharing pool.

    


    The
profit sharing plan will be administered by the Compensation Committee of the
Board of Directors and allocation of the profit sharing pool will be determined
by the Compensation Committee in its sole discretion.  Allocation will
be based upon a number of factors, including, but not limited to, (i) individual
contribution to the attainment of the EBIT goals, (ii) extraordinary individual
performance, and (iii) successful participation as a member of the Ironclad
team.

    


    Payments
to management and eligible employees under this profit sharing plan will be made
within two weeks after completion and public release of fiscal year 2009
financial results.  In order to receive payment under this plan, an
employee must (a) be in a full-time position with the Company prior to October
1, 2009, and (b) employed by the Company through December 31,
2009.  Employees who join the Company between January 1 and September
30, 2009 are eligible to participate in this profit sharing plan, however, their
allocation may be reduced to reflect the amount of time they have been employed
full-time by the Company.