Exhibit 10.91


 


Fiscal 2005 Bonus Plan


 


1.             Non exec bonuses in the form of profit sharing and spot
bonuses for extraordinary contributions or efforts.


 


2.             The non exec spot bonus pool is at the discretion of the
CEO (based on recommendations from his executives) and consists of a fixed
portion ($50K/quarter) plus a variable portion that depends upon company
performance (additional $50K/quarter at [*]% ROE, prorated linearly from zero
at [*]% ROE).


 


3.             The total variable bonus pool depends upon company
performance


 


a.             Size of bonus pool starts growing at a minimum threshold
(e.g., [*]% ROE) and reaches the target level at a threshold (e.g., [*]% ROE)


 


b.             If the company performance exceeds the target threshold,
then the bonus pool will continue to grow, at a slower rate (e.g., bonus pool
increases 1/8 for every [*]% increase in ROE, up to a maximum of 2X target at [*]%
ROE).


 


4.             The total variable bonus pool consists of the executive
bonus pool, the variable portion of the spot bonus pool, and profit
sharing.  For example on an annual basis:


 


a.             Executive Target Bonus Pool:  Currently set as a % base salary and totals
to about $700K/yr


 


b.             Target Spot Bonus Pool: 
$200K in any event and growing to a max of $400K between [*]% &
[*]% ROE


 


c.             Target Profit Sharing:  Growing from zero at [*]% ROE to a target of 10%
non exec salary base at [*]% ROE (Approximately $600K at [*]% ROE)


 


5.             After tax profit (PAT) will be used to calculate the
bonus pool and will be net of the CEO Discretionary Bonus Pool, the Profit
Sharing Bonus Pool above, and the executive bonus pool.  The ROE (= PAT / $53M) for each quarter will
be year-to-date.


 


a.             At [*]% ROE, the PAT will be about [*]x$53M = $[*].


 


b.             At [*]% ROE, the target executive bonus pool is $0.7M


 


c.             At [*]% ROE, the non executive bonus pool is also $0.7M,
or about [*]% of profits.


 


6.             Executive bonuses are to be paid based on both company
performance and personal goals (approximately 50/50).


 


a.             Prior to the quarterly Compensation Committee Meeting,
the CEO will submit a report quarterly to the Compensation Committee for each
executive:  goals that quarter;
accomplishments against each goal; score for each goal and recommended
bonus.  The Committee will review the
proposal and make its recommendation to the entire board which will review the
proposal and make the final decision regarding the bonus for each executive.


 


b.             The CEO will set quarterly goals for each executive and
the Board of Directors will set goals for the CEO and review those for the
CFO.  Typically each executive will be
measured against 3-5 key goals per quarter, but it could be as few as 1
or as many as 10.


 


c.             For the current team the bonus split between company
performance and personal goals is suggested to be the following:


 


	
  1)

  	
   

  	
  Gelu Voicu

  	
   

  	
  50/50

  	
   

  
	
  2)

  	
   

  	
  Tom Gay

  	
   

  	
  50/50

  	
   

  
	
  3)

  	
   

  	
  Irv Kovalik

  	
   

  	
  50/50

  	
   

  
	
  4)

  	
   

  	
  George Smarandoiu

  	
   

  	
  50/50

  	
   

  
	
  5)

  	
   

  	
  Sorin Georgescu

  	
   

  	
  50/50

  	
   

  
	
  6)

  	
   

  	
  Barry Wiley

  	
   

  	
  0/100

  	
   

  



 










[*] designates portion of this document that has been omitted pursuant
to a request for confidential treatment filed separately with the Securities
and Exchange Commission.


 





















 


7.             Executive bonuses
are to be earned quarterly but paid out in a non linear profile, such as the
one used in the 2004 bonus plan (12%, 15%, 23%, 50%).


 


On the next page is a graphic sample of how the quarterly bonus
pool (executive bonus pool + variable portion of the discretionary bonus pool +
profit sharing pool) will be calculated. 
It grows linearly from [*]% to [*]% ROE, and then linearly at half that
slope to [*]% ROE, with the bonus pool cap being 2X the target bonus pool cap
at [*]% ROE.


 


[graph omitted]


 










[*] designates portion of this document that has been omitted pursuant
to a request for confidential treatment filed separately with the Securities
and Exchange Commission.