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EXHIBIT 10.15 EXECUTIVE BONUS PLAN
AMERICAN ENVIRONMENTAL ENERGY, INC.
EXECUTIVE BONUS PLAN
1. PURPOSE. The purpose of this Plan is to provide for bonuses to
motivate and
reward eligible key executives who through industry, ability and
exceptional
service, contribute materially to the success of the Company.
2. DEFINITIONS. When used herein the following terms shall have the
following
meanings:
(a) "Affiliate" means, with respect to the Company, any company or
other trade
or business that controls, is controlled by or is under common
control with the
Company within the meaning of Rule 405 of Regulation C under the
Securities Act
of 1933, as now in effect or as hereafter amended, including,
without
limitation, any subsidiary.
(b) "Beneficiary" means the beneficiary or beneficiaries designated
by a
Participant pursuant to paragraph 5 below to receive the amount, if
any, payable
under the Plan upon the death of the Participant.
(c) "Board of Directors" means the Board of Directors of the
Company.
(d) "CEO" means the Chief Executive Officer of the Company as
appointed from
time to time. If no CEO has been appointed, then CEO shall mean the
most senior
executive officer.
(f) "Code" means the Internal Revenue Code of 1986, as now in
effect or as
hereafter amended.
(g) "Company" means American Environmental Energy, Inc., a Nevada
corporation.
(h) "Committee" means the Compensation Committee of the Board of
Directors
comprised solely of two outside directors. If no Committee is
established,
Committee shall mean the entire Board of Directors. Non-Employee
Members of the
Committee are not eligible to participate in the Plan.
(i) "Covered Employee" means a Participant who is a Covered
Employee within the
meaning of Section 162(m)(3) of the Code.
(j) "Effective Date" means May 14, 2009.
(k) "Employee" or "Eligible Employee" means an employee who is
employed by the
Company or its Affiliate at the end of the Plan Year and who has
been designated
by the CEO as eligible to receive awards hereunder; provided,
however, that if
in the judgment of the CEO an Employee has made an outstanding
contribution to
the Company, the Employee or the Employee's Beneficiary may receive
a pro rata
bonus award notwithstanding the fact that Employee's employment
terminated
before the end of the Plan Year.
(l) "Participant" means any Eligible Employee who has been
awarded a bonus
under paragraph 3 below.
(m) "Performance Goal" means a performance goal based on business
criteria
established by the Committee in accordance with paragraph 3.
(n) "Plan" means this bonus plan for key executives of the Company
as the same
may be amended from time to time.
(o) "Plan Administrator" means the CEO, or the Committee may
designate to
administer the Plan with regard to Employees who are not officers
of the
Company.
(p) "Plan Year" means the fiscal year of the Company
commencing with the fiscal
year ending December 31, 2009.
3. AMOUNT OF BONUS FUND AND ALLOCATION THEREOF.
(b) Amount of Fund. The amount of the fund shall be determined
annually within
90 days after the end of the Plan Year and shall be promptly
distributed to the
Employees, as determined below. The amount of the bonus fund
available for
bonuses for any Plan Year shall be equal to the sum of:
1. Two percent (2%) of the equity capital or long term debt
received by the
Company during the Plan Year up to $10,000,000; one and a one-half
percent
(1.5%) of the equity capital or long term debt received by the
Company in excess
of $10,000,000 but less than $50,000,000; and one percent (1%) of
the equity
capital or long term debt received by the Company on amounts over
$50,000,000;
and
1
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2. Identical allocation and criterion as in 1 above, applied to
the
transactional value of any mergers or acquisitions consummated
during that bonus
pool year; (provided that capital or debt used to consummate
mergers and
acquisitions shall not be taken into effect with respect to the
same transaction
more than once in any Plan Year); and
3. An allocation of between five percent (5%) and ten percent (10%)
of the
equity allocated in formation of any subsidiary or venture, for
which a spinoff
is, contemplated on either a public or private methodology; and
4. Up to five percent (5%) of annual pre-tax income of the
Company.
(b) Allocation. The CEO shall determine in his sole discretion the
allocation of
individual bonus awards for Eligible Employees by adopting an
Appendix to the
Plan establishing each Eligible Employee's allocation of the bonus
fund and the
relevant Performance Goals and business criteria for each Eligible
Employee. Any
such allocation of bonus awards shall comply with paragraph
3(d).
(c) Adjustments. Performance Goals shall be subject to such
adjustments as
determined by the CEO to be appropriate (i) in conjunction with an
acquisition
by the Company or an Affiliate, (ii) in conjunction with any share
offering by
the Company or (iii) for changes in accounting principles and/or
other items
that are required by generally accepted accounting principles
("GAAP") to be
separately disclosed in the Company's or each Affiliate's financial
statements.
(d) Covered Employees.
(i) If and to the extent that the CEO determines that a bonus to be
granted
under the Plan to a Participant who is designated by the CEO as
likely to be a
Covered Employee should qualify as "performance-based compensation"
for purposes
of Code Section 162(m), the grant, exercise and/or settlement of
such award
shall be contingent upon achievement of Performance Goals
determined by the
Committee.
(ii) In the case of bonuses granted to Covered Employees
unde
