paragraph under the caption
"Proceeds of Stock Sales", such provisions apply to each Stock Grant as
expressly provided therein.
Grant Date
Stock Payment Amount
April 1, 2006
$ 125,000
July 1, 2006
$ 125,000
October 1, 2006
$ 131,000
January 1, 2007
$ 131,000
(b) Annual Bonus if Meet EBITDA Budget. "Exhibit A" attached to this
Agreement and the terms thereof are incorporated herein and constitute part of
this Agreement. In addition to the Base Salary and other compensation set forth
above, for each "Bonus Year" (as defined in Exhibit A hereto) ending during the
Employee's employment hereunder, Employee shall be entitled to receive a bonus
(an "EBITDA Bonus") for such Bonus Year, subject to the following terms and
conditions: If the "Company EBITDA" (as defined in Exhibit A) achieved for such
Bonus Year is not less than the applicable "EBITDA Budget" for such Bonus Year
specified in Exhibit A (as adjusted), then the EBITDA Bonus for such Bonus Year
shall be the sum of (i) $50,000, plus (ii) 20% of the amount (if any) by which
(A) the remainder of the Company EBITDA for such Bonus Year after deducting
$50,000, exceeds (B) the applicable EBITDA Budget for such Bonus Year, except
that the portion of the EBITDA Bonus under this clause (ii) shall not exceed the
applicable "Bonus Cap" in the following table for the corresponding Bonus Year:
Page 3
Bonus Year
Bonus Cap
2005
$ 125,000
2006
$ 150,000
2007
$ 175,000
2008
$ 200,000
2009
$ 225,000
2010
$ 250,000
2011
$ 270,000
For example, if the Company EBITDA for a particular Bonus Year was $3,000,000
and the applicable EBITDA Budget for such year was $2,500,000, then the EBITDA
Bonus for such Bonus Year would be the sum of (i) $50,000, plus (ii) (0.20 x
($2,950,000 - $2,500,000)), which calculation results in an EBITDA Bonus of
$140,000 (subject to limitation under the Bonus Cap if applicable). The EBITDA
Bonus for any Bonus Year under this paragraph (b) shall be due and payable on
May 31 of the year following the Bonus Year (such May 31 date being referred to
as the "Payment Date"), and is payable in cash or in registered shares of HMC's
common stock (as provided below), or partially in cash and partially in stock,
as determined by HMC in its sole discretion (it being contemplated that
registered stock, if issued, may be issued pursuant to one of HMC's
shareholder-approved compensation plans or otherwise in compliance with Nasdaq
listing (or other stock listing) requirements applicable to HMC, as determined
by HMC in its sole discretion). If HMC elects to pay an EBITDA Bonus or portion
thereof in shares of stock, HMC shall issue and deliver or cause to be issued
and delivered to the Employee, on a date (the "Issue Date") which shall be on or
within 10 days after the Payment Date, such number of shares (the "Bonus
Shares") of common stock of HMC (or its successor) equal to the quotient of
(i)