Exhibit 10.23


 


SPECIALIZED TECHNOLOGY RESOURCES, INC. 

MANAGEMENT
INCENTIVE PLAN


 


1.             Purpose.   This Plan includes a
continuation of the management compensation program of the Company, which has
been in place but informally documented for many years, and is designed to give
to key managers of the Company additional incentive to promote the Company’s
further development and success.


 


2.             Definitions.   The following terms shall have
the meanings given below unless the context otherwise requires:


 


(a)           “Individual
Incentive Plan” means, with respect to each Manager, an annual statement of
goals or objectives for such Manager based primarily on the EBITDA or revenues
of the Company and its Subsidiaries as a whole, or of such profit center or SBU
of the Company as the Committee may determine, with respect to the performance
or achievement of which the Manager’s bonus entitlement under the Plan shall be
determined. The Individual Incentive Plan with respect to any Manager may also
include such other qualitative or quantitative objectives or conditions as the
Committee may determine in its sole discretion, in which event the Individual
Incentive Plan shall include, as appropriate, a statement as to how such
objectives shall be weighted in determining the Manager’s performance.


 


(b)           “Chief Executive
Officer” means the President and Chief Executive Officer of the Company.


 


(c)           “Company” means
Specialized Technology Resources, Inc. Unless the context otherwise
requires, references to the Company shall be deemed to include its
Subsidiaries.


 


(d)           “Committee” means
the Compensation Committee of the Board of Directors of the Company.


 


(e)           “EBITDA” means
earnings before interest, taxes, depreciation and amortization.


 


(f)            “Manager” means an
eligible employee of the Company who has been granted a bonus under the Plan.


 


(g)           “Plan” means the Specialized Technology Resources, Inc.
Management Incentive Plan.


 


(h)           “Plan Year” means a
fiscal year of the Company.


 

















 


(i)            “Salary” means,
with respect to any Manager, such Manager’s annual base salary rate at the
beginning of any Plan Year.


 


(j)            “SBU” means a
strategic business unit of the Company.


 


(k)           “Subsidiary” means
any entity in which the Company owns directly or indirectly a majority of the
outstanding voting stock or other equity securities.


 


(1)           “Target Bonus” means
that bonus, expressed as a Bonus Percentage of Salary, to which a Manager shall
be entitled for a Plan Year during which the Manager is continuously employed
by the Company on a full-time basis and achieves 100% of his or her annual
financial and qualitative objectives.


 


(m)          “Target Bonus
Multiplier” means a number ranging from 0.500 to 2.000 by which a Manager’s
Target Bonus is multiplied to obtain the amount of the Manager’s bonus.


 


(n)           “Bonus Percentage”
means a percentage of a Manager’s Salary ranging from a minimum of 5% to a
maximum of 50% which the Manager may earn as a bonus under the Plan if the
Manager achieves l 00% of his or her Individual Incentive Plan.


 


3.             Eligibility. Bonus rights may be granted under the Plan by
the Committee to those full-time, salaried employees recommended by the Chief
Executive Officer who, in the sole opinion of the Committee are,
from time to time, responsible for the management and/or growth of all or part
of the business of the Company, and who have signed the Company’s standard form
of Non-Compete Agreement, as amended from time to time. Without limiting the foregoing discretion of the Committee, persons eligible to
receive bonus awards under the Plan shall include, but not be limited to, the
Company’s Chief Executive Officer, Chief Financial Officer, managers of SBU’s,
regional SBU managers, designated foreign affiliate managers, senior level
marketing and sales managers, and designated department managers.


 


4.             Granting of Bonuses Rights.  Bonuses
rights may be granted under the
Plan at the recommendation of the Chief Executive Officer, subject to approval
by the Committee. The Chief Executive Officer, with the assistance of the Chief
Financial Officer and Controller of the Company, shall prepare bonus
recommendations for review and action by the Committee as soon as reasonably
possible following the availability of audited financial statements of the
Company for its most recently completed fiscal year. No such bonus right shall
be deemed granted under the Plan unless and until such Manager’s bonus
eligibility and Individual Incentive Plan have been approved by the Committee
with the concurrence of the Chief Executive Officer.
No Manager shall be deemed to have earned a bonus payment except in relation to
the level of achievement of the Manager’s applicable Individual Incentive Plan
and subject to the payment limitations in Section 7 and other provisions
of the Plan. As soon as reasonably possible following the approval by the
Committee with the concurrence of the Chief Executive Officer of a Manager’s
bonus eligibility for a Plan Year, such Manager shall be provided in
writing with a statement of such Manager’s bonus entitlement and the conditions
to the earning and payment of such bonus including, but not limited to, the
following information:


 


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(a)           the Manager’s Salary
as of the beginning of the current Plan Year;


 


(b)           the Manager’s Target
Bonus;


 


(c)           the Manager’s Bonus
Percentage;


 


(d)           the Manager’s
Individual Incentive Plan; and


 


(e)           in the event of
multiple bonus criteria, the weightings to be given such criteria in
determining the bonus.


 


5.             Minimum and
Maximum Bonuses.  A Manager’s bonus entitlement under the Plan will range from 0% to 200%
of his or her Target Bonus. Actual entitlement will be based upon performance
relative to goals and objectives set forth in the Manager’s Individual
Incentive Plan and revenue growth objectives individually established for
Managers who are sales and marketing executives. Attachment 1 sets forth Bonus
Plan Multipliers for use in connection with Individual Incentive Plans based
upon SBU EBITDA of less than $4.0 million. SBU EBITDA of $4.0 million or
greater, or revenue growth. All EBITDA targets will include fully funded
provision for expected bonus payments at all performance payout levels so that
such targets take into account the payment of bonuses as normal operating
expenses in determining bonus entitlements at any level. All targets and EBITDA
or revenue growth objectives will exclude the impact of any unbudgeted
acquisition. With respect to Individual Incentive Plans based upon EBITDA,
annual budgeted EBITDA must represent at least a 5% increase over the prior year’s actual results in order for the Manager to achieve any
bonus entitlement during that Plan Year.


 


6.             Determination,
Approval and Payment of Bonuses.  Bonuses payable under the Plan shall be determined by the
Chief Financial Officer and Controller and shall be subject to approval by the
Chief Executive Officer and the Committee. Payment of any bonus so
approved shall be made on April 30 of the year following the year with respect to which the bonus is determined. In the event that the Company
has not received its audited financial statements for the prior year by March 31
of such following year, such bonus
shall be paid on April 30
of such year or as soon as practicable thereafter, consistent with the provisions of Section 409A of the Internal Revenue Code of 1986,
as amended, but in no event later than the last day of such following year.


 


7.             Payment
Limitations.


 


(a)           No bonus shall be
payable to any Manager who is not a full-time employee of
the Company on the day such bonus would
otherwise be paid, subject to
any contrary provision which may appear in any contract between the Company and such Manager.


 


(b)           Any bonus otherwise payable to a Manager may be reduced or eliminated in the event that the payment
of such bonus would cause the Company to be in violation or default of any bank
financial covenant or in view of any extraordinary circumstance as determined
by the Board of Directors of the Company; provided, however, that any such
reduction or elimination shall be applied consistently and ratably to all
eligible Managers.


 


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8.               Tax Withholding Requirements.  All bonus
payments under the Plan shall be subject to any applicable federal, state,
municipal and foreign tax withholding requirements.


 


9.               No Right to
Receive Bonuses; No Employment Rights.  No eligible Manager shall have
any right to receive bonuses except as the Committee may determine. The Plan
does not confer upon any employee any right to continued employment with the
Company or a Subsidiary, nor does it interfere in any way with the right of the
Company or a Subsidiary to terminate the employment of any of its employees.


 


10.             Term,
Termination and Amendment.  The Plan and continuation of the
management compensation program of the Company which it contains was approved by
the Board of Directors of the Company on May 14, 2002 and shall remain in
effect until terminated by the Board of Directors, subject to such
modifications and amendments of the Plan as the Board of Directors may from
time to time adopt. However, no such termination, modification or amendment
shall adversely affect any bonus entitlement of a Manager based upon an
Individual Incentive Plan which has previously been approved by the Chief Executive
Officer and the Committee and presented in writing to such Manager, other than
as provided under 7. (b).


 


Issued fiscal year 2008


 


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