ex10_3.htm


    
      Exhibit
10.3

       

      RIDGEWOOD
RENEWABLE POWER LLC

      SENIOR
EXECUTIVE BONUS PLAN

       

       

      1.  Background.

       

      (a)
Ridgewood Renewable Power LLC (“RRP”) is a sponsor and managing shareholder of
the following investment vehicles (each, a “Trust” and collectively, the
“Trusts”):

       

                Ridgewood
Electric Power Trust I (“Trust I”)

                Ridgewood
Electric Power Trust II (“Trust II”)

                Ridgewood
Electric Power Trust III (“Trust III”)

                Ridgewood
Electric Power Trust IV (“Trust IV”)

                Ridgewood
Electric Power Trust V (“Trust V”)

                The
Ridgewood Power Growth Fund (“Growth”)

                Ridgewood/Egypt
Fund (“Egypt Fund”)

                Ridgewood
Power B Fund/Providence Expansion (“B Fund”)

       

      (b)  Under
the applicable organizational documents for each of the Trusts, RRP has the
right to participate in the ongoing distributions of the Trust after investors
in that Trust receive distributions equal to certain threshold amounts generally
when the investors’ original invested capital has in the aggregate been
returned.  RRP’s right to participate in such distributions of a Trust
is referred to herein as the “RRP Carried Interest.”

       

      (c)  Each
of the Trusts has made a variety of investments, is fully invested, and it is
not planned or expected that any of the Trusts will invest in any new ventures
other than the reorganization of the facilities located at Johnston, Rhode
Island.

       

      (d)  In
addition to the management of the businesses carried on by the Trusts, RRP has
developed or acquired for its own account using its own funds certain business
models, intellectual property, know-how, development rights, business
relationships and opportunities and other assets which are
unrelated to any of the projects or businesses of the Trusts (the “RRP
Assets”).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	 	
                  Senior
      Executive Bonus Plan

                
	 	
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      2

                


              

        

      

      (e) Each
of Randall D. Holmes, Douglas R. Wilson and Stephen D. Galowitz (individually, a
“Participant” and collectively, “Participants”) serves as an officer of RRP and
shares responsibility for the operations of RRP as well as the operations of the
projects owned by each of the Trusts.

       

      
        (f)  RRP
has determined that it may be advantageous for each of the Trusts to sell or
otherwise dispose of the projects owned by such Trust (a “Trust Asset
Disposition”).  RRP may also determined to sell or otherwise dispose
of all of the RRP Assets (the “RRP Asset Disposition”).  For the
avoidance of doubt, it is not expected that any RRP Asset Disposition will
include the sale of RRP or the transfer of RRP’s name.

         

        (g)  Each
Participant has been and will be substantially involved in the planning for and
execution of any Trust Asset Dispositions and any RRP Asset Disposition, and RRP
anticipates that each Participant will continue to be substantially involved in
these activities.  RRP has determined to adopt and implement this RRP
Senior Executive Bonus Plan (this “Plan”) in order to provide a cash incentive
to each Participant in connection with successful consummations of one or more
of the Trust Asset Dispositions and/or the RRP Asset Disposition, in each case
on the terms and conditions set forth herein.

         

      

      2.  Creation
of Senior Executive Bonus Pool; General Rules.

       

      (a)  Amounts
Credited to Senior Executive Bonus Pool.  To the extent that
RRP hereafter receives (i) any amount of cash or other property from any Trust
with respect to the RRP Carried Interest in that Trust in connection with a
Qualified Transaction, or (ii) any proceeds in the form of cash or other
property from the RRP Asset Disposition (net of a pro-rata portion of any out-of
pocket-transaction expenses or costs directly related to the RRP Asset
Disposition) in connection with a Qualified Transaction, then a portion of the
amounts of such cash and a portion of the fair market value of such other
property as of the date of receipt by RRP, but in all cases in the form of cash
pursuant to Section 2(d) or Section 2 (f) as applicable, shall be notionally
credited to a senior executive bonus pool under this Plan (the “Senior Executive
Bonus Pool”). The portion of the RRP Carried Interest from each of the Trusts
and the portion of the proceeds from the RRP Asset Disposition in connection
with a Qualified Transaction to be credited to the Senior Executive Bonus Pool
will be credited according to the following schedule:

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            	 
      	
                    Senior
      Executive Bonus Plan

                  
	 
      	
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      3

                  


          

           

        

         

      

      
        	 SOURCE	
                 PERCENTAGE
      AMOUNT

              
	 	 
	
                Trust
      I

              	
                 30%

              
	
                Trust
      II

              	
                 25%

              
	
                Trust
      III

              	
                 25%

              
	
                Trust
      IV

              	
                 25%

              
	
                Trust
      V

              	
                 25%

              
	
                Growth

              	
                 25%

              
	
                Egypt
      Fund

              	
                 25%

              
	
                B
      Fund

              	
                 25%

              
	
                RRP
      Asset Disposition

              	
                 30%

              


      

       

      Except as
provided for below, the amounts to be notionally credited to the Senior
Executive Bonus Pool shall not be reduced by any amounts, including, without
limitation, back-end fees paid to brokers, registered representatives or others
who participated in the original placement of interests in any of the Trusts, or
bonuses paid pursuant to any bonus pool or other arrangements or agreements for
payments to officers and/or employees of RRP or Ridgewood Power Management LLC,
any internal reserves or any other expenses incurred or accrued by RRP (other
than the pro-rata portion of out-of-pocket transaction expenses or costs
incurred by RRP directly in connection with the RRP Asset Disposition as
described above).    For purposes of this Plan, a Qualified
Transaction means an RRP Asset Disposition or a Trust Asset Disposition that is
consummated pursuant to a definitive purchase and sale agreement executed and
delivered by all the parties thereto on or prior to June 30, 2009.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

          

      
        
          	 
      	
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      Executive Bonus Plan

                
	 
      	
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      (b)  Payments
to Participants.  Subject to the limitations described in
Section 2(c), Section 2(d) and Section 2 (f) as applicable, and the satisfaction
of the Participant Conditions set forth in Section 3 (the “Limitations”), RRP
shall pay in cash an amount equal to the total of the amounts notionally
credited to the Senior Executive Bonus Pool.  Such notional credits
shall be paid out by RRP to Participants, in the percentage amounts set forth in
Exhibit A attached hereto (subject to adjustments for valuation disputes
provided for in Section 2 (d) and Section 2 (f)), immediately following the time
in which the notional credits are made pursuant to Section  2(a),
subject to satisfaction of the Limitations (if applicable) and with respect to
disputed notional amounts, the resolution of disputes over notional amounts
pursuant to Section 2 (d) or Section 2 (f) as applicable, and such payment shall
in all instances be made no later than the 15th day of the calendar year
following the calendar year in which the notional credits are made pursuant to
Section 2(a)  (or, if applicable, the 15th day of the calendar year
following the calendar year in which the Limitations are
satisfied).

       

       

      (c) 
Sale-Related
Third Party Restrictions Applicable to RRP.  Notwithstanding
the payment requirements of Section 2(b), in the event that RRP receives cash or
other property that would otherwise be notionally credited to the Senior
Executive Bonus Pool pursuant to Section 2(a) from a Trust Asset Disposition,
but such cash or property is subject to restrictions imposed solely by the terms
of the sale or other agreements setting out the terms of such Trust Asset
Dispositions  giving rise to the receipt of such cash or other
property which restrictions denies or restricts RRP’s unfettered ability to make
use of such cash or other property for its own use, then the amount of cash or
other property subject to such restrictions shall not be subject to the notional
crediting requirements of Section 2(a) and will not be subject to the payment
requirements of Section 2(b) unless and until, and only to the extent that such
restrictions lapse or are otherwise removed or RRP is otherwise able to make use
of such cash or other property as RRP sees fit

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	 
      	
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      Executive Bonus Plan

                
	 
      	
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      (d) 
Valuation
of Property Received by RRP.  To the extent that RRP receives
non-cash property with respect to Section 2(a) from a Trust Asset Disposition,
then RRP shall make a good faith determination of the fair market value of such
property as of the date received by RRP (whether or not such property is subject
to restrictions), and shall notionally credit the amount of such fair market
value to the Senior Executive Bonus Pool as provided in this Plan and shall
notify Participant of such valuation within 10 days of such
determination.  If any one or more of Participants disputes the
valuation determination made by RRP, such Participant(s) shall notify RRP in
writing of such dispute within 20 days after notification of the valuation by
RRP, which notice shall include an alternative valuation proposed
by  Participant(s) and such disputed notional amount shall be removed
from the Senior Executive Bonus Pool with respect to such Participant and such
Participant shall be entitled receive the notional amount in dispute pursuant to
the terms of this Plan when the dispute is resolved by settlement or
arbitration.  To the extent that such dispute is not resolved within
30 days after such notice to RRP from Participant, then such dispute shall be
submitted to arbitration as provided in Section 8(c). A dispute by one
Participant shall not affect any other Participant or the notional value of such
others Participant’s account or delay distribution under this Plan to such other
Participant.

       

      (e) 
Receipt
by RRP of Restricted Securities.  If and to the extent that RRP
receives securities that are subject to resale restrictions pursuant to Federal
or state securities laws or are otherwise restricted with respect to resale or
transfer for reasons unrelated to any holdback or similar
provision  pursuant to the terms of the Trust Asset Disposition
transactions (“Restricted Securities), these Restricted Securities will be
treated as if such restrictions did not exist for purposes of valuation pursuant
to Section 2(d), the value of such Restricted Securities shall be notionally
credited to the Senior Executive Bonus Pool as provided in Section 2(a) and will
not be subject to the provisions of Section 2(c) solely as a result of such
resale and transfer restrictions.  If such Restricted Securities are
subject to holdback or similar restrictions imposed solely by the terms of the
sale or other agreements setting out the terms of such Trust Asset Dispositions
giving rise to the receipt of such Restricted Securities (“Other Restrictions”),
then the provisions
of Section 2(c) will apply but only to the extent of the Other
Restrictions.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	 
      	
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      Executive Bonus Plan

                
	 
      	
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      (f) 
RRP
Asset Disposition Property.   If and to the extent that
RRP receives securities or other property excluding cash in an RRP Asset
Disposition and such securities or other non-cash property is subject to resale
or transfer restrictions or are subject to any holdback or similar restrictions
imposed by the agreement(s) setting out the terms of such RRP Asset Disposition
(“RRP Disposition Restricted Property”), then the RRP Disposition Restricted
Property shall be valued on the date when, and notionally credited to the Senior
Executive Bonus Pool as provided in Section 2 (a) on, the first date that the
restrictions are no longer applicable to RRP.  RRP shall notify
Participants of the valuation of the RRP Disposition Restricted Property and a
Participant shall have the right to contest such valuation in the same manner
applicable to a Trust Asset Disposition in Section 2 (d) and Section 2 (d) shall
otherwise apply. If cash is received in an RRP Asset Disposition and it is
subject to a holdback or other restriction imposed by the sale agreement(s)
related thereto, then the Senior Executive Bonus Pool shall not be notionally
credited with respect to such cash until such restrictions have expired with
respect to RRP and then the Senior Executive Bonus Pool shall be notionally
credited as provided in Section 2 (a) on the date of the expiration
thereof.

       

      (g) 
Computation
Methodology.  Attached hereto as Exhibit B is a sample
spreadsheet setting forth the computation methodology of amounts of
distributions payable to the Participants under this Plan.  RRP and
each  Participant has reviewed these spreadsheets and confirm that
such spreadsheets accurately set forth the calculation methodology of this
Plan.  The actual computation will use this methodology along with the
actual amounts of the RRP Carried Interest and the proceeds from the RRP Asset
Disposition at such time as they are known.

       

      3.  Participant
Conditions.

       

      The right
of any Participant to receive distributions from this Plan shall be subject to
the following conditions (the “Participant Conditions”):

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	 
      	
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      Executive Bonus Plan

                
	 
      	
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      (a) 
Subject to the other provisions of this Section 3 such Participant remains an
employee of RRP through the date of the closing of any Trust Asset Disposition
or RRP Asset Disposition that results in the receipt by RRP of any cash or other
property as described in Section 2(a);

       

      (b) 
If such Participant’s employment is terminated other than by death or
incapacitating disability, such Participant shall execute, as of the date of
such termination, an Agreement, Release and Confidentiality Agreement
substantially in the form of Exhibit C attached hereto.

       

      (c)  For purposes of
this Section 3, if a Participant voluntarily terminates his employment with RRP
in order to provide continued assistance to any purchaser in a Trust Asset
Disposition transaction or RRP Asset Disposition transaction, then such
Participant will forfeit 50% of such Participant’s interest in the Senior
Executive Bonus Pool attributable to the RRP Carried Interest or proceeds from
any RRP Asset Disposition transactions subsequent to the sale resulting in such
voluntary termination. For the avoidance of doubt, such Participant will not, as
a result of such voluntary termination, forfeit any payments attributable to
transactions giving rise to RRP Carried Interests or RRP Asset Disposition
proceeds (i) contracted for prior to such voluntary termination and subsequently
completed with the same counterparty or (ii) representing amounts subject to the
provisions of Section 2(c) or Section 2 (f) or a dispute as provided in Section
2(d) or Section 2 (f) at the time of the voluntary
termination.

       

      (d)  If a
Participant’s employment is terminated by RRP for cause, then such Participant
shall forfeit any right to receive any further distributions under this Plan
relating to Trust Asset Dispositions or RRP Asset Dispositions the sales
contracts for which are entered into subsequent to such
termination.  To the extent sales contracts for Trust Asset
Dispositions that give rise to RRP Carried Interests or for RRP Asset
Disposition have been entered into prior to such termination for cause and such
transactions are completed on substantially the same terms, such Participant
will be eligible to receive payments pursuant to Section 2(b) as if no
termination had taken place.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	 
      	
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      Executive Bonus Plan

                
	 
      	
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      Notwithstanding
the foregoing provisions of this Section 3, if a Participant’s employment with
RRP is terminated by death, by reason of disability, or otherwise by RRP without
cause, then such Participant (or his legal representatives or his estate, as the
case may be) shall continue to have the right to receive all distributions under
this Plan made after the date of such termination, without limitation except as
provided in Section 3(c) and to the extent applicable Section 3(b).

       

      4.  Shortfall/Buyer
Employment Obligation.

       

      RRP
believes that one or more of the purchasers in a Trust Asset Disposition
transaction or an RRP Asset Disposition transaction may wish to secure the
services of one or more of  Participants during a transition period,
but there can be no assurance that any such purchaser will offer to continue any
or all of any Participant’s employment arrangements on the same terms and
conditions as Participant’s employment arrangements with RRP.  If RRP
reasonably requests that a Participant provide continued assistance in the New
York metropolitan area to a reputable purchaser in a Trust Asset Disposition
transaction or an RRP Asset Disposition transaction, in order to secure a
successful transition of operations to such purchaser, then each Participant
agrees to provide such requested assistance to the purchaser for a period not to
exceed one year after the closing of the applicable Trust Asset Disposition
transaction or RRP Asset Disposition transaction, as the case may be, so long as
RRP makes payments to such Participant at regular RRP payroll intervals of an
amount equal to 75% of the amount by which the total compensation (ignoring for
this purpose payments under this Plan) provided by RRP to such Participant as of
the relevant closing date is greater than the total compensation provided from
time to time thereafter by the purchaser to such
Participant.   Such payments by RRP pursuant to this Section 4
shall be made for a period of one year from the date Participant joins the
employment of such purchaser in an Trust Asset Disposition or RRP Asset
Disposition whether or not Participant remains in such purchaser’s employ or not
for such one year period except if termination is as a result of Participant’s
death or disability then such payments shall cease on such date.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	 
      	
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      Executive Bonus Plan

                
	 
      	
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      5.  Assignment
of Payments From This Plan.

       

      Except
for payments to an estate of a Participant in the event of his death, or
personal representative in the event of incapacitating disability, any rights
that a Participant has to receive distributions under this Plan shall not be
subject to voluntary or involuntary transfer, alienation, or assignment and, to
the fullest extent permitted by law, shall not be subject to attachment,
execution, garnishment, sequestration, or other legal or equitable
process.  In the event that a Participant attempts to assign,
transfer, or dispose of such right or if an attempt is made to subject said
right to such process, such assignment, transfer or disposition shall be null
and void.

       

      6.  Adjustment
of Participation Percentages.

       

      In the
event that a Participant ceases to be entitled to further distributions from
this Plan or is to receive reduced distributions as provided in Section 3(c) and
if such Participant is Randall D. Holmes or his heirs, then the portion of the
Senior Executive Bonus Pool allocated to him which is not to be received by him
or his heirs shall be reallocated to RRP and if such Participant is not Randall
D. Holmes or his heirs, then the percentage amount (or portions of the
percentage amount in the case of Section 3(c)) attributable to such Participant
set forth in Exhibit A attached hereto shall be reallocated, pro-rata based on
the then existing participation percentages, among those Participants that
remain eligible to participate in subsequent distributions.  Such
remaining Participants may admit additional Participants to the Plan subject to
the approval of each Participant then existing, such approval to be in the
absolute discretion of each such Participant.

       

      7.  Execution
of Release.

       

      If a
Participant fails to execute or revokes his signature on his Agreement, Release
and Confidentiality Agreement, Participant agrees to return to RRP and RRP shall
have the right to recover, all of the distributions made to such Participant
under this Plan, and RRP will have no further obligation to pay such Participant
any further distributions hereunder.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	 
      	
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      Executive Bonus Plan

                
	 
      	
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        8.  Miscellaneous.

         

      

      (a)    
Participation
Agreement.  A Participant shall become entitled to the benefits
of this Plan and shall agree to abide by its terms and conditions upon execution
of a participation agreement (the “Participation Agreement”) substantially in
the form attached as Exhibit D hereto.

       

      (b)    
Illegality.  If
any provision of this Plan or the Participation Agreement,  is held to
be illegal, void, or unenforceable, that holding shall have no effect upon, and
shall not impair the legality or enforceability of, any other provision of this
Plan or the Participation Agreement; provided, however, that, upon any finding
that any provision is illegal, void or unenforceable, RRP will promptly execute
an amendment to this Plan with a provision of comparable scope and effect that
has been revised only to the extent needed to render it legal and enforceable
which amendment shall be binding on all Participants except as provided in
Section 8(n).

       

      (c)    
Arbitration.  It
is agreed that any claim or dispute arising out of or relating to this Plan or a
Participation Agreement will be settled by private and binding arbitration to be
conducted before a single arbitrator in the State of New
Jersey.  Unless otherwise mutually agreed by RRP and Participant or
Participants involved, the arbitration proceeding shall be conducted pursuant to
the American Arbitration Association Rules for the Resolution of Employment
Disputes.  Arbitration may be invoked by written notice to the
American Arbitration Association, served upon the opposing party by registered
mail, stating with particularity the issue(s) posed for arbitration; provided,
however, that no request for arbitration may be made until thirty (30) days
after written notice of the claim or dispute has first been forwarded by
certified mail to the other party.  The arbitration proceedings shall
be private and confidential and all information disclosed in the course of the
arbitration, as well as the arbitration award, shall be
confidential.  Judgment may be entered upon any award rendered by the
arbitrator.

       

      (d)    
Additional
Documents.  At any time and from time to time, RRP will execute
and deliver such documents as may be reasonably necessary to effectuate the
purposes of this Plan.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

         

      
        
          	 
      	
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      Executive Bonus Plan

                
	 
      	
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      (e) Entire
Agreement.  This Plan and the Exhibits hereto set forth the
entire understanding of RRP and Participants with respect to the subject matter
hereof and supersedes all existing agreements among them concerning such subject
matter.

       

      (f) 
Notices.  Any
notice or other communication required or permitted to be given hereunder shall
be in writing and shall be given by Federal Express, Express Mail, or similar
overnight delivery or courier service or delivered (in person or by telecopy,
telex, or
similar telecommunications equipment) against receipt to the party to
whom it is to be given at the address of such party set forth below (or to such
other address as the party shall have furnished in writing in accordance with
the provisions of this section.  Any notice or other communication
shall be deemed given at the time of receipt thereof.

       

      
         

        
          	 	
                  If
      to RRP:

                	Ridgewood
      Renewable Power LLC
	 	947
      Linwood Avenue
	 	Ridgewood,
      NJ 07450
	 	Attention:
      Robert Swanson
	 	 
	 	Fax:
      (201) 447-0474
	 	 
	 	
                  If
      to any Participant:

                	To
      such Participant’s home address as reflected on RRP’s books.
      


        

                                           

      

      (g)  Waiver,
etc.  Any waiver by a Participant or RRP of a breach of any
term of this Plan shall not operate as or be construed to be a waiver of any
other breach of that term or of any breach of any other term of this
Plan.  The failure of a Participant or RRP to insist upon strict
adherence to any term of this Plan on one or more occasions will not be
considered a waiver or deprive that person of the right thereafter to insist
upon strict adherence to that term of any other term of this
Plan.  Any waiver must be in writing signed by the person granting the
waiver.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	 
      	
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      Executive Bonus Plan

                
	 
      	
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      (h) Successors.  The
provisions of this Plan shall be binding upon and inure to the benefit of RRP
and its respective successors and assigns and each Participant and his assigns,
heirs, and personal representatives.

       

      (i) 
No
Third Party Beneficiaries.  This Plan does not create, and
shall not be construed as creating, any rights enforceable by any person, except
Participants and their heirs and personal representatives.  This Plan
does not create a right in any Participant to continued employment by RRP or any
of its affiliates.

       

      (j) 
Governing
Law; Litigation.  This Plan shall be governed by, and construed
in accordance with, the laws of the State of New Jersey, without giving effect
to conflicts of laws.  Except for arbitration of disputes required by
this Plan, any action, suit, or proceeding arising out of, based on, or in
connection with this Plan or the transactions contemplated hereby may be brought
only in the United States District Court for the District of New Jersey or any
court of the State of New Jersey located in the County of Bergen, and RRP and
each Participant shall not assert, by way of motion, as a defense, or otherwise,
in any such action, suit, or proceeding, any claim that RRP or a Participant is
not subject personally to the jurisdiction of such court, that RRP’s or such
Participant’s property is exempt or immune from attachment or execution, that
the action, suit or proceeding is brought in an inconvenient forum, that the
venue of the action, suit, or proceeding is improper, or that this Plan or the
subject matter hereof may not be enforced in or by such court.

       

      (k) Additional
Compensation.  The distributions made under this Plan are in
addition to any other compensation arrangements of  Participants
including but not limited to any amounts that Participants may receive under
ongoing “at-will” employment arrangements by Participants with RRP; provided,
however that no Participant shall be eligible for any severance payment upon
termination of employment by RRP or any affiliate of RRP as a result of any
other plan of RRP or any of its affiliates or participation in any stay bonus or
similar arrangement of RRP or any affiliate of RRP.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 
      	
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      Executive Bonus Plan

              
	 
      	
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      (l)  Unfunded
Obligations. The right to receive distributions under this Plan is an
unsecured promise by RRP to pay to Participant a cash amount on the terms of
this Plan and Participant shall have no security interest in any of the assets
or rights of RRP.

       

      (m) Tax
Matters.  All distributions to be made to Participants under
this Plan are subject to appropriate tax withholding and other deductions
required by law.

       

      (n) Amendment,
Administration and Interpretation of the Plan.  No amendment to
this Plan that materially adversely affects a Participant may be made without
such Participant’s approval; provided that, RRP may amend this Plan without such
approval to comply with applicable law, including without limitation the
provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”).  Any payment hereunder may be deferred by RRP to the extent
such deferral would avoid the application of a tax liability under Section 409A
of the Code, including to the dates of a Participant’s separation from
service. This
Plan will be administered and interpreted by Robert Swanson or his designee and
his determinations shall be final and binding on Participants in the absence of
manifest error or bad faith.

       

      (o) Termination.  This
Plan shall terminate upon the earlier to occur of (i) the complete distribution
to each of the Participants of all amounts due under this Plan and (ii) December
31, 2015.

       

      (p) Exhibits.  The
following Exhibits are included as a part of this Plan:

       

      
        	
                 
      

              	
                i.

              	
                Exhibit
      A

              	
                -

              	
                Applicable
      Participant Percentages

              


      

      
        	
                 
      

              	
                ii.

              	
                Exhibit
      B

              	
                -

              	
                Computation
      methodology and Sample calculation of the distributions to
      Participants

              


      

      
        	
                 
      

              	
                iii.

              	
                Exhibit
      C

              	
                -

              	
                Form
      of  Agreement, Release and Confidentiality
    Agreement

              


      

      
        	
                 
      

              	
                iv.

              	
                Exhibit
      D

              	
                -

              	
                Form
      of Participation Agreement

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	 
      	
                  Senior
      Executive Bonus Plan

                
	 
      	
                  Page
      14

                


        

         

         

      

      EXHIBIT
A

       

       

       

       

      
        	
                Randall
      D. Holmes

              	 50%	 
	Douglas
      R. Wilson	 25%	 
	Stephen
      D. Galowitz	 25%