EXHIBIT 10.50
U.S. HOME SYSTEMS, INC. AND
SUBSIDIARIES
EXECUTIVE CASH BONUS
PLAN
1. Purpose . The purpose of
the U.S. Home Systems, Inc. and Subsidiaries Executive Cash Bonus
Plan (the “Plan”) is to recognize the importance of the
contributions of certain executive officers and key management
(“Participants”) of U.S. Home Systems, Inc.
(“USHS”) and its major subsidiaries, U.S. Remodelers,
Inc. (“U.S. Remodelers”), USA Deck, Inc. (“USA
Deck”) and First Consumer Credit, Inc. (“FCC”)
(collectively, the “Company”) to the Company’s
continued success and to reward such contributions by establishing
a plan to award such Participants cash bonuses. Notwithstanding the
foregoing, the conditions subject to which any bonuses may become
payable to a Participant under the Plan are based upon such
considerations as the Compensation Committee of USHS’s Board
of Directors (the “Committee”) may deem appropriate
including, but not limited to, the Company’s general
financial condition and results of operations, the
Participant’s individual performance and the impact the
Participant’s individual contributions had upon the over all
success of the Company and its major subsidiaries.
2. Administration . The Plan
shall be administered by the Committee. No member of the Committee
shall be entitled to receive any form of compensation under the
Plan. The Committee may delegate to any individual member of the
Committee, any employee or employees of the Company, or any
independent contractor the authority to act as the
Committee’s agent with respect to any matter within the
control of the Committee concerning the Plan, provided such
delegation of authority shall be subject to revocation by the
Committee.
3. Participants . On or
before February 28 of each fiscal year, the Committee, in its sole
discretion, may select the executive officers and key management,
if any, of USHS and its subsidiaries eligible to receive bonus
awards under the Plan for the current or subsequent fiscal years.
For the fiscal year 2004, the Participants eligible to receive
bonus awards under the Plan are Peter Bulger, President and Chief
Executive Officer of U.S. Remodelers, Steven Gross, Vice President
of Marketing for U.S. Remodelers, Dan Betts, President and Chief
Executive Officer of USA Deck, Jim Borschow, President and Chief
Executive Officer of FCC, Murray Gross, Chief Executive Officer of
USHS, Robert DeFronzo, Chief Financial Officer of USHS, and Richard
Goodner, Vice President—Legal Affairs and General Counsel for
USHS and such other individuals as may be selected pursuant to the
provisions of Sections 6 (B), (C) and (D) below.
4. Amount of Cash Bonus Pool
. On or before February 28 of each fiscal year, the Committee, in
its sole discretion, shall set the amount of the cash bonus pool
available for distribution for the fiscal year to the designated
executives and key management of USHS, U.S. Remodelers, USA Deck
and FCC. The cash bonus pool available for distribution shall equal
a percentage (as determined by the Committee) of the pre-tax profit
(prior to bonus pool allocations), for the applicable fiscal year
for each of USHS, U.S. Remodelers, USA Deck and FCC or such other
amount as determined by the Committee. The pre-tax profit for a
fiscal year for each of USHS, U.S. Remodelers, USA Deck and FCC
shall be based upon the Company’s financial statements for
such fiscal year as audited by the Company’s independent
public accountants. When the Committee identifies the Participants
in accordance with Section 3 and allocates the amount of a cash
bonus pool available for distribution to a Participant, then the
bonus for that fiscal year has been awarded and may not be
revoked.
5. Allocation of Cash Bonus
Pool . After fiscal year 2004, neither the Company nor the
Committee is under any obligation to award bonuses under the Plan
to any Participant for any fiscal year, except as may be
specifically required by the terms of a Participant’s
employment contract with the Company. Any portion of the cash bonus
pools that are not paid in a given fiscal year may be utilized by
the Company as working capital. The Committee has established the
amount of bonuses to be awarded under the Plan for fiscal year
2004. After fiscal year 2004, the amount of any bonus awarded to a
Participant under the Plan shall be established by the Committee in
its sole discretion in accordance with Section 4 herein.
6. Cash Bonus Plan for Fiscal
Year 2004 . Notwithstanding anything herein to the contrary, in
no event will a Participant receive an annual bonus in an amount
greater than his annual base salary for the fiscal year. For the
fiscal year ended December 31, 2004 and unless changed by the
Compensation Committee with the approval of the Board of Directors,
for any succeeding fiscal year, the following bonus pool
allocations and awards to the designated Participants shall be
effective:
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(A) U.S. Remodelers . A bonus
pool for executive officers of U.S. Remodelers shall be allocated
in the amount equal to 9% of the pre-tax profit of U.S. Remodelers.
Peter Bulger, President and Chief Executive Officer of U.S.
Remodelers shall receive a cash bonus equal to 5% of the pre-tax
profit of U.S. Remodelers. Steven Gross, Vice President of
Marketing, shall receive a cash bonus equal to 4% of the pre-tax
profit of U.S. Remodelers.
(B) USA Deck . A bonus pool
for executive officers and key management personnel of USA Deck
shall be allocated in the amount equal to 10% of the pre-tax profit
of USA Deck. Dan Betts, President and Chief Executive Officer of
USA Deck shall continue to receive a cash bonus equal to 5% of the
pre-tax profit of USA Deck in accordance with the terms of his
employment agreement. The remaining bonus pool equal to 5% of the
pre-tax profit of USA Deck may be allocated and awarded to
executive officers and key management personnel of USA Deck as
determined in the sole discretion of Dan Betts and Murray Gross,
with Murray Gross having the absolute right to make a final
decision in the event of a disagreement between Messrs. Betts and
Gross.
(C) FCC . A bonus pool for
executive officers and key management personnel of FCC shall be
allocated in the amount equal to 10% of the pre-tax profit of FCC.
Jim Borschow, President and Chief Executive Officer of FCC shall
continue to receive a cash bonus equal to 5% of the pre-tax profit
of FCC in accordance with the terms of his employment contract. The
remaining bonus pool equal to 5% of the pre-tax profit of FCC may
be allocated and awarded to executive officers and key management
personnel of FCC as determined in the sole discretion of Jim
Borschow and Murray Gross, with Murray Gross having the absolute
right to make a final decision in the event of a disagreement
between Messrs. Borschow and Gross.
(D) USHS . A bonus pool for
executive officers and key management personnel of USHS shall be
allocated in the amount equal to 10% of the consolidated pre-tax
profit of USHS. Murray Gross shall receive a cash bonus equal to 5%
of the consolidated pre-tax profit of USHS. The remaining bonus
pool equal to 5% of the consolidated pre-tax profit of USHS shall
be allocated and awarded, as determined by Murray Gross in his sole
discretion, to Robert DeFronzo, Chief Financial Officer of USHS,
Richard Goodner, Vice President—Legal Affairs and General
Counsel for USHS and such other executives and key management
personnel of USHS as determined by Murray Gross in his sole
discretion.
7. Payment of Bonuses
.
(A) Payment of Quarterly
Draws . Each Participant shall receive a quarterly draw against
his award
