**EXHIBIT 10.1**

 

**Summary of Executive Bonus Plan**

(adopted August 18, 2010)

 

On August 18, 2010, theCompensation Committee of our Board of Directors adopted a new executiveincentive bonus plan for our eligible executive officers to be effective forthe fiscal year ending December 31, 2010 in replacement of a priorexecutive bonus plan, previously adopted on August 21, 2009 for thequarterly periods ending September 30, 2009 and December 31, 2009.The new plan was adopted by the Compensation Committee after consideration bythe Committee of our compensation philosophies, principles and processes asdescribed in our Annual Report on Form 10-K/A for the fiscal year endedDecember 31, 2009 filed with the Securities and Exchange Commission onApril 30, 2010. These philosophies, principles and processes provide forperiodic review by the Committee of the performance of our executive officers,the components of their compensation and the effectiveness of our compensationprograms in rewarding the contributions of our executive officers towardsenhancing our specific business goals while retaining and motivating highquality individuals. In adopting the new executive incentive bonus plan for thefiscal year ending December 31, 2010, the Committee also considered a new reportfrom an independent third party compensation consultant, Towers Watson,together with other recent competitive market data.

 

The new executive incentivebonus plan covers the following executive officers, with applicable incentivetargets under the plan indicated as a percentage of base salary for each asfollows: Frank F. Khulusi, Chairman, President and Chief Executive Officer —50% of base salary; Brandon H. LaVerne, Chief Financial Officer — 40% of basesalary; Kristin M. Rogers, Executive Vice President of Sales and Marketing —40% of base salary; and Joseph B. Hayek, Executive Vice President of CorporateDevelopment and Investor Relations — 40% of base salary.

 

The plan will be funded atthe above amounts if the company achieves 100% of a target of adjusted EBITDAfor the 2010 calendar year. Adjusted EBITDA is defined under the plan asconsolidated earnings before interest, taxes, depreciation and amortization,and adjusted for stock-based compensation and non-recurring special charges, ifany, to be excluded from the calculation of EBITDA in the discretion of theCompensation Committee.

 

The plan also has a minimumadjusted EBITDA for any incentive bonuses to be paid under the plan andcontains incentive bonus decelerators based on performance below theperformance target. If the company performance falls below the performancetarget, but is at least 90% of the performance target, the incentive bonusesmay be reduced by a percentage of the incentive bonus target equal to two timesthe percentage points by which adjusted EBITDA falls below the performancetarget. For example, if the company achieves 90% of the performance target,incentive bonuses under the plan may be funded at 80% of the target incentivebonus amounts described above.  If the company achieves less than 90% ofthe performance target, the plan will not be funded and no incentive bonuseswill be paid under the plan.

 

The plan also containsaccelerators under which the incentive bonus amounts can exceed the abovedescribed target incentive bonus amounts. If the company’s performance isbetween 100% and 110% of the performance target, the incentive bonuses may beincreased at a rate of two times the percentage points by which adjusted EBITDAexceeds 100% of the performance target.  For example, if the companyachieves 110% of the performance target, the incentive bonuses may be paid at120% of the above described incentive bonus target amounts.

 

Additional accelerators areavailable if the company’s performance is between 111% and 130% of theperformance target. In such event, in addition to the first acceleratordescribed above for performance between 100% and 110% of the performancetarget, the incentive bonus amounts may be further increased by an additionalfour times the percentage points by which the performance target exceeds 110%,with a maximum funding of 200% of the incentive bonus targets. Forexample, if the company achieves 120% of the performance target, the plan maybe funded and incentive bonuses paid at 160% of the above described incentivebonus target amounts. If the company achieves 130% or more of theperformance target, the plan may be funded and incentive bonuses paid at 200%of the above described incentive bonus target amounts.

 

Joe Hayek was a participantin an individual incentive plan during the period of January 1, 2010through June 30, 2010. Such plan is terminated and replaced with thisplan effective July 1, 2010. The previous plan was prorated at$25,000 for the respective period, and is preliminarily funded for$21,875. Joe Hayek’s annual incentive bonus target under the new plan for2010 is set at $102,077, leaving $77,077 remaining as available for the periodfrom July 1, 2010 to December 31, 2010, after deducting the prorated$25,000 for the first half of 2010.

 

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The Compensation Committeemay in its sole discretion reduce the amounts that would otherwise be payableto any participant for any period (including a complete elimination of allamounts to be paid under the bonus plan). Any such reduction may be based onquantitative or qualitative factors determined in the discretion of theCompensation Committee, which may be based in part upon qualitativerecommendations from our Chief Executive Officer (for executives other than theChief Executive Officer).

 

In addition to participationin the executive incentive bonus plan, as described above, all of our executiveofficers are eligible for discretionary bonuses as determined from time to timeby our Compensation Committee. At the August 18, 2010 CompensationCommittee meeting, the Committee also awarded Brandon LaVerne a discretionarybonus outside of the plan in the amount of $30,000.

 

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