exv10w26






Exhibit 10.26




ADS TACTICAL, INC.

SENIOR EXECUTIVE INCENTIVE BONUS PLAN




1. Purpose




     This Senior Executive Incentive Bonus Plan (the “Bonus Plan”) is intended to provide an
incentive for superior work and to motivate eligible executives of ADS Tactical, Inc. (the
“Company”) and its subsidiaries toward even higher achievement and business results, to tie their
goals and interests to those of the Company and its stockholders and to enable the Company to
attract and retain highly qualified executives. The Bonus Plan is for the benefit of Covered
Executives (as defined below).



2. Covered Executives




     From time to time, the Compensation Committee of the Board of Directors of the Company (the
“Compensation Committee”) may select certain key executives (the “Covered Executives”) to be
eligible to receive bonuses hereunder.



3. Administration




     The Compensation Committee shall have the sole discretion and authority to administer and
interpret the Bonus Plan.



4. Bonus Determinations




     (a) A Covered Executive may receive a bonus payment under the Bonus Plan based upon the
attainment of performance objectives which are established by the Compensation Committee and relate
to financial, operational or other metrics with respect to the Company or any of its subsidiaries
(the “Performance Goals”), including but not limited to: (i) net earnings or losses (either before
or after one or more of the following: (A) interest, (B) taxes, (C) depreciation and (D)
amortization); (ii) gross or net sales or revenue; (iii) revenue growth or product revenue growth;
(iv) net income (either before or after taxes); (v) adjusted net income; (vi) operating income
(either before or after taxes) (vii) operating earnings or profit; (viii) pre- or after-tax income
or loss (before or after allocation of corporate overhead and bonus); (ix) cash flow (including,
but not limited to, operating cash flow and free cash flow); (x) return on assets or net assets;
(xi) return on capital; (xii) return on stockholders’ equity; (xiii) total stockholder return;
(xiv) return on sales; (xv) gross or net profit or operating margin; (xvi) costs or reduction in
costs; (xvii) funds from operations; (xviii) expenses; (xix) working capital; (xx) earnings or loss
per share; (xxi) adjusted earnings per share; (xxii) price per share of Common Stock; (xxiii)
appreciation in and/or maintenance of the price of the Company’s Common Stock or any other
publicly-traded securities; (xiv) economic value-added models or equivalent metrics; (xxv)
comparisons with various stock market indices (xxvi) regulatory achievements and compliance;
(xxvii) implementation or completion of critical projects; (xxviii) market share; (xxix) customer
satisfaction; (xxx) customer growth; (xxxi) employee satisfaction; (xxxii) recruiting and
maintaining personnel; (xxxiii) strategic partnerships or transactions (including in-licensing and
out-licensing of intellectual property; establishing relationships with commercial entities with
respect to the marketing, distribution and sale of the Company’s products (including with group
purchasing organizations, distributors and other vendors); (xxxiv) supply chain achievements
(including establishing relationships with manufacturers or suppliers of component materials and
manufacturers of the Company’s products); (xxxv) co-development, co-marketing, profit sharing,
joint venture or other similar arrangements); (xxxvi) financial ratios, including those



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measuring liquidity, activity, profitability or leverage; (xxxvii) cost of capital or assets
under management; financing and other capital raising transactions (including sales of the
Company’s equity or debt securities; factoring transactions; sales or licenses of the Company’s
assets, including its intellectual property, whether in a particular jurisdiction or territory or
globally; or through partnering transactions); (xxxviii) implementation, completion or attainment
of measurable objectives with respect to research, development, manufacturing, commercialization,
products or projects, production volume levels, acquisitions and divestitures; (xxxix) factoring
transactions; and recruiting and maintaining personnel and (xl) economic value, any of which may be
measured either in absolute terms or as compared to any incremental increase or decrease or as
compared to results of a peer group or to market performance indicators or indices.




     (b) Except as otherwise set forth in this Section 4(b): (i) any bonuses paid to Covered
Executives under the Bonus Plan shall be based upon objectively determinable bonus formulas that
tie such bonuses to one or more performance objectives relating to the Performance Goals; (ii)
bonus formulas for Covered Executives shall be adopted in each performance period by the
Compensation Committee (generally, for performance periods of one year or more, no later than 90
days after the commencement of the performance period to which the Performance Goals relate); and
(iii) no bonuses shall be paid to Covered Executives unless and until the Compensation Committee
makes a certification with respect to the attainment of the performance objectives.
Notwithstanding the foregoing, the Company may pay bonuses (including, without limitation,
discretionary bonuses) to Covered Executives under the Bonus Plan based upon such other terms and
conditions as the Compensation Committee may in its discretion determine.



     (c) The payment of a bonus to a Covered Executive with respect to a performance period shall
be conditioned upon the Covered Executive’s employment by the Company on the last day of the
performance period; provided, however, that the Compensation Committee may make exceptions to this
requirement, in its sole discretion, including, without limitation, in the case of a Covered
Executive’s termination of employment, retirement, death or disability.



5.
Forfeiture and Claw-Back Provisions




     The
Compensation Committee may provide that any bonuses paid under the
Bonus Plan shall be subject to the provisions of any claw-back policy
implemented by the Company, including, without limitation, any
claw-back policy adopted to comply with the requirements of the
Dodd-Frank Wall Street Reform and Consumer Protection Act and any
rules or regulations promulgated thereunder, to the extent set forth
in such claw-back policy.


6. Amendment and Termination




     The Company reserves the right to amend or terminate the Bonus Plan at any time in its sole
discretion. Any amendments to the Bonus Plan shall require stockholder approval only to the extent
required by any applicable law, rule or regulation.



7. Stockholder Approval




     No bonuses shall be paid under the Bonus Plan unless and until the Company’s stockholders
shall have approved the Bonus Plan. The Bonus Plan will be submitted for the approval of the
Company’s stockholders after the initial adoption of the Plan by the Board of Directors of the
Company.



8. Term of Plan




     The Bonus Plan shall become effective as of July 5, 2011. The Bonus Plan shall expire on the
earliest to occur of: (a) the first material modification of the Bonus Plan (as defined in
Treasury Regulation Section 1.162-27(h)(1)(iii)); (b) the first meeting of the Company’s
stockholders at which members of the Board of Directors of the Company are to be elected that
occurs after the close of the third calendar year following the calendar year in which occurred the
first registration of an equity security of the Company under Section 12 of the Securities Exchange
Act of 1934, as amended; or (c) such other date required by Section 162(m) of the



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Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated
thereunder (including without limitation Treasury Regulation Section 1.162-27(f)(2)). The Bonus
Plan is intended to be subject to the relief set forth in Treasury Regulation Section
1.162-27(f)(1) and shall be interpreted accordingly.




* * * * *




     I hereby certify that the Bonus Plan was duly adopted by the Board of Directors of ADS
Tactical, Inc. as of July 5, 2011.



     I hereby certify that the Bonus Plan was approved by the stockholders of ADS Tactical, Inc. as
of July 5, 2011.



	 	 	 	 	 
	 	 	 
	 	/s/
Daniel J. Clarkson	 
	 	Daniel J. Clarkson 	 
	 	Corporate Secretary 	 
	 




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