EXHIBIT 10.3


 


Summary of Executive Bonus
Plan


 


On
August 21, 2009, the Compensation Committee of our Board of Directors
adopted a new executive bonus plan for our eligible executive officers to be
effective for the quarterly periods ending September 30, 2009 and December 31,
2009 in replacement of a prior executive bonus plan, previously adopted on February 29,
2005, as amended on January 1, 2008. The new plan was adopted by the
Compensation Committee after consideration by the Committee of our compensation
philosophies, principles and processes as described in our Annual Report on Form 10-K/A
for the fiscal year ended December 31, 2008 filed with the Securities and
Exchange Commission on April 30, 2009. These philosophies, principles and
processes provide for periodic review by the Committee of the performance of
our executive officers, the components of their compensation and the
effectiveness of our compensation programs in rewarding the contributions of
our executive officers towards enhancing our specific business goals while
retaining and motivating high quality individuals. In adopting the new
executive bonus plan for the third and fourth quarters of 2009, the Committee
considered the changed economic environment under which the Company has been
operating and continues to operate together with recent competitive market data
and the executive compensation report provided to the Committee in December 2007
by its independent compensation advisors, Towers Perrin.


 


Under
the new executive bonus plan, each of our eligible executive officers are
eligible to receive the following for the quarterly periods ending September 30,
2009 and December 31, 2009: (i) a quarterly bonus for each of Frank
F. Khulusi, President and Chief Executive Officer, Brandon H. LaVerne, Chief
Financial Officer, Kristin M. Rogers, Executive Vice President — Sales and
Marketing and Daniel J. DeVries, Executive Vice President — Consumer, computed
at the percentages set forth in the table below of the company’s
consolidated adjusted pre-tax income for such quarter, subject to such
consolidated adjusted pre-tax income being equal to or greater than two thirds
of a pre-determined targeted adjusted pre-tax income for such quarter and (ii) an
additional quarterly bonus of for the foregoing executive
officers in the amounts set forth in the table below if the company’s quarterly
adjusted income achieved for each of the bonus periods discussed above is
greater than a pre-determined targeted adjusted pre-tax income for such
quarter. For purposes of the executive bonus plan, “adjusted pre-tax income” is
defined as the Company’s consolidated pre-tax income for the applicable
quarter, less certain costs that are excluded from the calculation on a
quarterly basis by the Compensation Committee in its sole discretion.  In addition to participation in the executive
bonus plan, as described above, all of our executive officers are eligible for
discretionary bonuses as determined from time to time by our Compensation Committee.


 


The
maximum participation percentage and additional quarterly
bonus for our executive officers currently eligible to participate in the
plan is as follows:


 


	
  PLAN PARTICIPANT

  	
   

  	
  Maximum

  Percentage

  Participation In

  Quarterly Bonus

  	
   

  	
  Maximum

  Additional 

  Quarterly Bonus

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Frank
  F. Khulusi

  President and Chief Executive Officer

  	
   

  	
  3.8

  	
  %

  	
  $

  	
  95,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Brandon
  H. LaVerne

  Chief Financial Officer

  	
   

  	
  1.2

  	
  %

  	
  $

  	
  30,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kristin
  M. Rogers

  Executive Vice President—Sales and Marketing

  	
   

  	
  1.2

  	
  %

  	
  $

  	
  30,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Daniel
  J. DeVries

  Executive Vice President—Consumer

  	
   

  	
  1.2

  	
  %

  	
  $

  	
  30,000

  	
   

  



 


The
Compensation Committee may amend the foregoing percentages and amounts from
time to time in its sole discretion. In addition, the Compensation Committee
may in its sole discretion reduce the amounts that would otherwise be payable
to any participant for any period (including a complete elimination of all
amounts identified under the table above for the period). Any such reduction
may be based on quantitative or qualitative factors determined in the
discretion of the Compensation Committee.