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Executive Officer New Revenue Participation Incentive Plan

This is an actual contract by Kaiser Ventures.

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Sectors: Real Estate
Governing Law: Delaware, View Delaware State Laws
Effective Date: January 01, 2007
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EXHIBIT 10.4

BUSINESS STAFFING, INC.

EXECUTIVE OFFICER NEW REVENUE PARTICIPATION INCENTIVE PLAN This Executive Officer New Revenue Participation Incentive Plan is established and adopted by Business Staffing, Inc. (the " Company" ) effective as of January 1, 2007, upon the following terms and conditions.

1. PURPOSES OF THE PLAN . The purposes of this Plan are to advance the interests of the Company and Kaiser Ventures LLC (" Kaiser" ) by:

ullet Retention of key executive personnel;

ullet Providing additional incentives to those personnel; and

ullet Promoting the creation of new sources of revenue for the benefit of Kaiser and to maximize the ultimate distribution of cash to Kaiser' s members. 2. OVERVIEW . The Plan creates a performance based incentive pool for the management of the Company, whose value will depend upon the New Net Revenue (as defined below) generated for the benefit of Kaiser. As further provided herein, the Plan provides for the creation and payment of an incentive pool equal to eighteen percent (18%) of the amount of any New Net Revenue (as defined below) which shall be payable fifty percent (50%) in Kaiser Class A Units and fifty percent (50%) in either cash or contributions to the Company' s SERP.

3. DEFINITIONS . As used herein, the following definitions shall apply:

" ANNUAL AUDITED FINANCIAL STATEMENTS" shall mean Kaiser' s annual year end financial statements audited by Kaiser' s independent registered public accounting firm.

" BOARD" means the Board of Directors of the Company. " CLASS A UNITS" means the Class A Units of Kaiser. " COMMITTEE" means a committee of the Company composed of the same individuals that serve on the Human Relations Committee of Kaiser. To the extent it is involved in such matters, any Committee must comply with any applicable requirements for any payments under this Plan to qualify as " performance-based compensation" under Section 162(m) with respect to " covered employees" within the meaning of Section 162(m).

" COMPANY" means Business Staffing Inc.

" EXECUTIVE OFFICERS" means the persons set forth on Schedule 1 provided they remain in the employment of the Company and any person that may be added by the Committee in connection with the replacement of a current Executive Officer as provided in Section 9.5. " INCENTIVE BONUS PERFORMANCE POOL" means eighteen percent (18%) of the Net New Revenue of Kaiser as provided and determined in Section 4.1 below.


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" KAISER" means Kaiser Ventures LLC and, unless the context otherwise requires, the subsidiaries of Kaiser.

" NEW NET REVENUE" means the positive difference, if any, determined by the subtraction of New Revenue Expenses from New Revenue.

" NEW REVENUE" means all revenue generated from new lines of business or new sources of revenue for Kaiser that are not historically recurring revenues as of January 1, 2006. New Revenue shall not include revenues generated from the sale of Kaiser' s existing assets and projects, except as provided herein, distributions from Kaiser' s interest in West Valley MRF, LLC, revenues generated as a result of landfill operations at Eagle Mountain, interest and investment income. New Revenue shall include, but is not limited to, the items listed on Schedule 2 attached hereto

" NEW REVENUE EXPENSES" means all incremental and new direct and indirect expenses incurred in the generation of New Revenue but New Revenue Expenses shall not include the amortization or depreciation cost of any existing asset or an allocation of any fixed expense or charge, including the allocation of the base salary and benefits of existing employee positions of the Company. For capital assets purchased to generate New Revenue, New Revenue Expenses shall include the annual depreciation or amortization charge for such capital asset as determined by the Committee, but which in any event shall be fully amortized over the predicted duration of the related New Revenue stream; provided, however, if the purchase price for the new capital asset should be less than $10,000, it will be deemed fully expensed for purposes of this Plan in the year of purchase. " PLAN" means this Executive Officer New Revenue Participation Incentive Plan. " SERP" means the Company' s Supplemental Executive Retirement Plan that was first established in 1995. 4. PAYMENT OF PERFORMANCE INCENTIVE BONUSES. 4.1 EARNING OF INCENTIVE BONUSES . Subject to the terms and conditions of this Plan, the Incentive Performance Bonus Pool shall be eighteen percent (18%) of the New Net Revenue of the Company as measured on a calendar year basis as determined from the Annual Audited Financial Statements beginning with the calendar year ending December 31, 2007, and it shall be awarded annually to the Executive Officers

4.2 TIMING OF THE DETERMINATION OF THE PERFORMANCE INCENTIVE BONUS POOL . The final determination of the New Net Revenue and the Incentive Performance Bonus Pool for each calendar year shall be made by March 14 of the following calendar year or such earlier date as may be required by applicable U.S. Internal Revenue regulations to prevent the compensation payable pursuant to this Plan to be considered " deferred" compensation.

4.3 PAYMENT . The Incentive Performance Bonus Pool shall be divided among and paid equally to all Executive Officers; provided, however, if any individual shall no longer be an Executive Officer as of the end of any applicable calendar year, the amount of that Executives Officer' s performance bonus shall be prorated based upon the actual number of days he or


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she served as an Executive Officer during the applicable calendar year unless the Committee should otherwise decide and the Incentive Performance Bonus pool shall thereafter be divided among and paid to the remaining Executive Officers except that any replacement Executive Officer shall participate, if at all, as provided in Section 9.5 below. Any bonus payable under the Plan shall be paid by March 14 of each calendar year and shall be paid fifty percent (50%) in Class A Units and fifty percent (50%) , either in cash or by a contribution to the SERP account of the applicable Executive Officer. All Class A Units shall be issued at fair market value as of the date of the issuance of the Class A Units as established by the Committee.

5. EXAMPLES . Examples of New Revenue, New Revenue Expenses and New Net Revenue and t
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