Executive Cash Bonus Plan (19K)
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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 Companys 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 USHSs Board of Directors (the Committee) may deem appropriate including, but not limited to, the Companys general financial condition and results of operations, the Participants individual performance and the impact the Participants 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 Committees 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 PresidentLegal 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 Companys financial statements for such fiscal year as audited by the Companys 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 Participants 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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