IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement
as of the date first above written.
SIELOX, INC.
By:
/s/Rory Cowan
Name: Rory Cowan
Title:
JAMES PRITCHETT
/s/ James Pritchett
James Pritchett
SCHEDULE A
CALCULATION OF 2009 INCENTIVE PAYMENT
($000)
2009
Annual Target Bonus EBITDA
$1,731
The amount of funds that will be available for the 2009 Incentive Payment (the
"Annual Available Bonus Pool") shall equal:
(A)
the sum of 40% of the excess, if any, of Annual EBITDA over the Annual Target
Bonus EBITDA ("Excess EBITDA"); provided, however, that in the event that such
Excess EBITDA is greater than $2,500, then the Incentive Payment shall equal the
sum of (i) 40% of
$2,500 and (ii) 10% of the Excess EBITDA over $2,500.
Example:
If the Annual EBITDA for 2009 is $4,731, then the excess Annual EBITDA
over the Annual Target Bonus EBITDA is $3,000. Since the Excess EBITDA is
greater than $2,500, the Annual Available Bonus Pool is equal to 40% of $2,500,
or $1,000 and (ii) 10% of $500 or $50, for a total Annual Available Bonus Pool
of $1,050.