EX-10.9



 Exhibit 10.9 
  





 
 OFFICER’S PERFORMANCE COMPENSATION PLAN 

FISCAL YEAR 2017 
 LEVEL 6

  

	I	PURPOSE 

 The purpose of this Plan is to define a mechanism for stimulating and rewarding
the achievement of aggressive business goals, as agreed to by the Board of Directors. 
  

	II	SCOPE 

 This Plan includes operating officers of the Company. 

 

	III	GOALS 

  

	 	1.	To provide an objective means of stimulating and rewarding performance based upon meeting specific business achievement levels. 

  

	 	2.	To provide a mechanism for rewarding individual performance based upon his/her contribution to the attainment of those achievement levels. 


 

	IV	ELIGIBILITY REQUIREMENTS 

  

	 	1.	Employees hired after March 31, 2017 may not be eligible to receive a bonus. 

  

	 	2.	Employees hired after October 1, 2016 but before March 31, 2017 are eligible for a pro-rated bonus. 

  

	 	3.	Employees who terminate before September 30, 2017 are normally ineligible. Also, employees must be an active employee on the date the bonus checks are distributed. 









	V	OFFICER BONUS COMPENSATION RECOMMENDATION FISCAL YEAR 2017 

 FY 2017 Published Net
Earnings Guidance Range – Diluted EPS of $****** 
  

					
	 Corporate

Achievement

Level
	  	 FY2017

Company Net
 Earnings

(000)
	 	 Approximate

Per Share Net

Earnings*

	 1
	  	$***	 	***
	 2
	  	$***	 	***
	 3
	  	$***	 	***
	 4
	  	$***	 	***
	 5
	  	$***	 	***
	 6
	  	$***	 	***

  

	*	Note: Per share net earnings are calculated based upon 42,600,000 shares outstanding. 

  

	VI	BONUS CALCULATIONS 

 A. Potential Payout 

 

							
	 Corporate

Achievement

Level
	  	 FY2017

Company
 Net Earnings

(000)
	 	 Approximate

Per Share Net

Earnings*
	 	 Officers

Payout (A)

(% of Base Salary)

	 1
	  	$***	 	***	 	10%
	 2
	  	$***	 	***	 	20%
	 3
	  	$***	 	***	 	30%
	 4
	  	$***	 	***	 	40%
	 5
	  	$***	 	***	 	50%
	 6
	  	$***	 	***	 	60%

 B. Personal Achievement** 

 
  

			
	 Rating
	  	 Multiplier(B)

	1	  	0.0x
	2	  	0.75x
	3	  	1.0x
	4	  	1.25x
	5	  	1.5x
	6	  	2.0x








 C. Calculation 

Base Salary x Corporate Achievement Level % (A) x Personal Achievement Multiplier (B). 

Item A excludes the positive and negative effects associated with extraordinary developments as disclosed in the Company’s Form 10-K. In
the event of an acquisition during the Plan year, restructuring, purchase accounting and extraordinary charges associated with such acquisitions as disclosed in the Company’s 10-K will be added back to actual net earnings achieved to determine
net earnings for bonus payout. If the acquisition provides accretive earnings, this will be included for purposes of bonus calculations as a means to incent management to pursue accretive acquisitions and in recognition of the significant time
and effort necessary to complete such acquisitions. Furthermore, upon completion of acquisitions, the interest income assumed in the plan will be adjusted to reflect cash used. 

 

	**	The Compensation Committee of the Board of Directors may adjust the Personal Achievement Multiplier to account for extraordinary developments. In no event shall the Personal Achievement Multiplier exceed 5.0x. The
Compensation Committee may not increase compensation payable under this plan in excess of amounts provided herein. 

 D.
Deferral of Bonus Payment 
 Officers may elect to defer payment of bonus to no later than January 15, 2018. Such election must be
made in writing prior to March 31, 2017.