October 11, 2004
Dear Seth,
We are pleased to offer you the position of Chief Financial Officer with Diamond of California. In this position you will report to Michael Mendes, President/CEO. The terms and conditions of our offer are as follows:
TOTAL ANNUAL COMPENSATION:
Annual Base Salary: $210,000 Base Salary Annualized
($8,076.92 Bi-weekly)
Incentive Program: You will participate in the Annual Incentive Plan with a
seventy percent (70%) maximum bonus potential, (which equates to a 35%
target). Twenty-five percent (25%) of the maximum bonus potential is tied
to the company's Profit Sharing component. The Profit Sharing component is
currently tied to Diamond's performance against the independent walnut
field price. Forty-five percent (45%) of the maximum bonus potential is
tied to individual contribution. If the participant is not employed for the
entire incentive plan year, this non-guaranteed bonus may be prorated for
time in service. Our Incentive Plan Year is based on annual goals from
August 1st thru July 31st and Profit Share objectives through the fall
harvest. You must continue to be an active employee through November 30th
for eligibility in both phases of the Incentive Program. This
non-guaranteed bonus is usually paid in December of each year and/or in
accordance with the plan provisions.
LONG TERM PROFIT SHARING INCENTIVE PROGRAM
As a member of the Executive team, you will be eligible to participate in a long-term profit sharing incentive program. As a part of this program, on an annual basis, you will be eligible to receive an additional 12.5% of your annual base salary if the Company achieves its specified financial performance targets. This long-term incentive plan has a rolling four-year horizon. Therefore, if the company exceeds its financial targets over a four-year period, it is possible to achieve an additional 50% of your annual salary in this long-term incentive program.
PERFORMANCE EVALUATION/SALARY REVIEW: An evaluation of your performance against the Company's expectations, along with financial consideration, will be conducted in accordance with the annual salary plan in August 2005. Time in service will be applicable for pro-ration.
HEALTH & WELFARE BENEFITS:
Eligibility for Diamond's Health & Welfare Benefits commences on the first day of employment. Plan descriptions of these benefits will be provided under separate cover.
October 11, 2004 Page 2 Seth Halio
Group Medical: You will be eligible for a comprehensive medical program.
This will include participation in Diamond's ExecuCare program that will
supplement your out-of-pocket costs.
Group Dental Insurance: A plan is provided and will cover both preventive
and comprehensive coverage.
Group Vision Insurance: A basic vision care plan is provided.
Group Life Insurance: The Company provides basic life insurance at one (1)
times your annualized base salary. We offer the option to purchase
additional voluntary life insurance at competitive group rates.
Long & Short Term Disability: The Company provides both of these plans for ...
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