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Replies to #52 on Pacel Corp (PCOR)

matrix

12/16/04 5:02 PM

#53 RE: Martin Murray #52

Does it really matter if they do a r/s here again? Why not play stocks which have potential to move up in price or succeed in their chosen business line? I see David is setting himself up w/ a nice big parachute should the SEC lawsuit be successful and he's ban from being an officer/director of a public company.

o Base compensation is $300,000 per year, subject to adjustment, plus an Incentive Bonus in an amount equal to 25% of the base compensation in each of the first two(2) years that the Company's earnings before income tax, depreciation and amortization ("EBITDA") is not less than one dollar ($1.00). In addition, the Company will pay an Incentive Bonus in an amount equal to five percent (5%) of EBITDA for each fiscal year that EBITDA is at least $200,000, but not greater than $500,000. The Company will pay an Incentive Bonus in an amount equal to seven percent (7%) of EBITDA for each year that EBITDA is greater than $500,000 but no greater than $1 million. For any fiscal year during which EBITDA is greater than %$1 million, the Company will pay an Incentive Bonus in an amount equal to ten percent (10%) of EBITDA.

o In the event of termination of employment by the Company, Mr. Calkins will be entitled to receive severance payments as follows:

o If termination occurs prior to September 9, 2005, he will be paid an amount equal to three (3) years of the then base compensation and Incentive Bonuses;

o If termination occurs between September 9, 2005 and September 9, 2006, he will be paid an amount equal to five (5) years of the then base compensation and Incentive Bonuses;

o If termination occurs between September 9, 2006 and September 9, 2007, he will be paid an amount equal to seven (7) years of the then base compensation and Incentive Bonuses.

o The Employment Agreement can be terminated upon ninety (90) days written notice. However, the Company can terminate the Employment Agreement for cause upon ten (10) written notice.

Ref: http://www.orangesheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001200952%252D...