Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - National American University Holdings, Inc. | c16733e8vk.htm |
| EX-10.1 - EXHIBIT 10.1 - National American University Holdings, Inc. | c16733exv10w1.htm |
Exhibit 10.2
EFFECTIVE DATE
June 1, 2011 to May 31, 2012
June 1, 2011 to May 31, 2012
CABINET LEVEL OFFICER COMPENSATION PLAN
This compensation plan is made up of three components. For purposes of this plan, the title
“Cabinet Level” refers to those individuals who have been appointed to and serve as a member of the
President’s Cabinet (other than the chief executive officer/CEO and President). In addition, this
plan and its components are based on the performance of National American University Holdings, Inc.
(“NAUH”)
Component 1: BASE PAY COMPUTATION
The Board of Directors, in consultation with the chief executive officer/CEO, will determine the
specific base salary of the Cabinet Level Officer positions. Additional factors which may be
considered by the Board of Directors in determining the actual base salary include, but are not
limited to, experience level, educational level, assessment of satisfactory performance, years of
service, and performance expectations for the upcoming year.
Component 2: QUARTERLY ACHIEVEMENT OF ORGANIZATIONAL OBJECTIVES
The second component of the compensation plan will be based on achievement of specific quarterly
organizational objectives (the “Additional Quarterly Compensation”). The Additional Quarterly
Compensation will be based on NAUH quarterly pre-tax profit margin and objectives related to
institutional effectiveness. The amount of the Additional Quarterly Compensation will be
calculated quarterly by taking the appropriate percentage multiplied by the Cabinet Level Officer’s
current annual base salary. The Cabinet Level Officer will receive a percentage of his/her annual
base salary each quarter based on achieving the objectives listed below. The two objectives and
percentages are listed below.
| Quarterly | Percentage of | |||||
| Objective | Annual Base Salary | Description | ||||
| 1 | 5% per quarter | For achieving the approved budgeted NAUH
pre-tax profit margin for the quarter. |
||||
| 2 | 5% per quarter | For achieving predetermined NAUH
quarterly objectives related to
institutional effectiveness. |
||||
Objective 1: successfully achieving the approved NAUH budgeted pre-tax profit margin per
quarter as determined and approved by the Board prior to June 1st.
Objective 2: successfully achieving the predetermined quarterly organizational objectives
related to institutional effectiveness. These objectives will be determined prior to June
1st and published for each Cabinet Level Officer to review.
The Additional Quarterly Compensation is based on achieving the organizational objectives for the
prior quarter. Additional Quarterly Compensation, if any, will be determined quarterly and paid
semi-monthly on the Company’s regular payroll schedule in five (5) equal payroll installments
beginning after the financial statements for the prior quarter have been finalized.
In order to be eligible to earn Additional Quarterly Compensation for a given quarter, the Cabinet
Level Officer must be employed by NAUH or its affiliates during the entire quarter in which the
objectives are measured and when the amount of the Additional Quarterly Compensation is determined.
No Additional Quarterly Compensation will be paid after employment is terminated. The Board of
Directors will be solely responsible for determining whether the objectives for the Additional
Quarterly Compensation are satisfied and the amount of any Additional Quarterly Compensation.
Component 3: ANNUAL ACHIEVEMENT AWARD
The final component of the compensation plan will be based on NAUH’s Earnings Before Interest and
Taxes (“EBIT”). To the extent that NAUH’s actual EBIT for the fiscal year exceeds NAUH’s budgeted
EBIT for the fiscal year, twenty percent (20%) of the excess would be designated for an “Annual
Achievement Award.” The total Annual Achievement Award would then be distributed to Cabinet Level
Officers, with Cabinet Level Officer receiving
_____
% of the total, up to a maximum of 60% of
his/her annual base salary.
Calculations will be based on the annual budget for NAUH, as approved by the Board prior to June
1st, and the final audited financial statements prepared for the fiscal year ending May
31st. The Annual Achievement Award will be paid in six (6) equal payroll installments
beginning September 1st of each year (1st payment will be September
7th).
In order to be eligible to earn the Annual Achievement Award for a given year, the Cabinet Level
Officer must be employed by NAUH or its affiliates during the entire year in which the objectives
are measured and when the amount of the Annual Achievement Award is determined. No Annual
Achievement Award will be paid after employment is terminated. The Board of Directors will be
solely responsible for determining whether the objectives for the Annual Achievement Award are
satisfied and the amount of any Annual Achievement Award.
GENERAL PROVISIONS
This compensation plan does not create a contract of employment, express or implied, or alter the
employment at-will relationship between you and NAUH or its affiliates, including the university.
This document is not intended by reason of its distribution to confer any rights or privileges upon
you or to entitle you to be or remain employed by NAUH or its affiliates, including the university.
The contents of this plan are presented as a guide and as a matter of information only. While
NAUH believes wholeheartedly in the plan, it is not a condition of employment and may not be relied
upon by you as a contract or other right. The provisions of this compensation plan are subject to
change at anytime by the NAUH or its affiliates without any notice and without anyone’s agreement.
Further, business conditions, federal and state law, and/or organizational needs are constantly in
flux and may require that portions of this document be revised or rewritten.
The Cabinet Level Officer is subject to the provisions of the National American University Employee
Handbook (NAUM 4-0).
Notwithstanding any provision in this compensation plan to the contrary, any portion of the
payments and benefits provided under this compensation plan shall be subject to any clawback policy
adopted by or applicable to NAUH pursuant to the Dodd-Frank Wall Street Reform and Consumer
Protection Act, any Securities and Exchange Commission rule, any applicable listing standard
promulgated by any national securities exchange or national securities association, or any other
legal requirement.
* * * * *
I acknowledge receipt of a copy of the Cabinet Level Officer Compensation Plan and further
acknowledge that my employment is not governed by any written or oral contract, including this
document, and that my employment is considered an at-will arrangement.
Cabinet Level Officer
|
Date | |
Dr. Ronald L. Shape
|
Date | |
CEO |