8-K

 

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 28, 2008

MAXXAM INC.

(Exact name of Registrant as Specified in its Charter)

Delaware

(State or other jurisdiction of incorporation)

1-3924

(Commission File Number)

95-2078752

(I.R.S. Employer Identification Number)

1330 Post Oak Boulevard Suite 2000 Houston, Texas (Address of Principal Executive Offices) 77056 (Zip Code)

Registrant’s telephone number, including area code: (713) 975-7600

Not Applicable

(Former name, former address and

former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.    Entry Into a Material Definitive Agreement.

On March 28, 2008, the Registrant’s Section 162(m) Compensation Committee (the “Section 162(m) Committee”) adopted the 2008 bonus criteria under the MAXXAM 1994 Executive Bonus Plan (the “Executive Plan”) for eligible participants.  For 2008, these persons are Charles E. Hurwitz (“C. Hurwitz”), the Registrant’s Chairman and Chief Executive Officer, Shawn M. Hurwitz (“S. Hurwitz”), the Registrant’s President, and J. Kent Friedman, the Registrant’s General Counsel.  Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to a public company for any compensation over $1.0 million paid to the chief executive officer and the four other most highly compensated officers of such company.  Performance-based compensation is not subject to the deduction limit if certain requirements are met.  The Executive Plan is designed to permit the award of bonuses meeting these requirements.

The Executive Plan provides for various categories under which the Section 162(m) Committee may establish specific performance goals (the “Bonus Criteria”).  The 2008 Bonus Criteria for Mr. C. Hurwitz relate to improved consolidated financial results, the undertaking by the Registrant’s consolidated business units of specified business opportunities, certain favorable developments in respect of the Registrant’s racing operations, completion of an Extraordinary Transaction (as defined in the Executive Plan), improved earnings per share, and achievement by the Registrant’s consolidated business and corporate segments of their 2007 business plans.  Mr. C. Hurwitz earns various specified amounts if such criteria are satisfied, subject to exercise by the Section 162(m) Committee of its “negative discretion” (the absolute discretion of the 162(m) Committee to reduce the actual bonus payable as the result of any of the criteria being achieved).

The 2008 Bonus Criteria for Messrs. S. Hurwitz and Friedman have categories that are similar to those for Mr. C. Hurwitz.  However, the categories were tailored to their particular duties and responsibilities.  Amounts earned by Messrs. S. Hurwitz and Friedman are also subject to the negative discretion of the 162(m) Committee.

This description is qualified in its entirety by the actual provisions of the 2008 Bonus Criteria for Messrs. C. Hurwitz, S. Hurwitz, and Friedman, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

c)Exhibits

Exhibit Number	Description
10.1	2008 Bonus Criteria for the MAXXAM Chief Executive Officer under the MAXXAM 1994 Executive Bonus Plan
10.2	2008 Bonus Criteria for the MAXXAM President under the MAXXAM 1994 Executive Bonus Plan
10.3	2008 Bonus Criteria for the MAXXAM General Counsel under the MAXXAM 1994 Executive Bonus Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MAXXAM INC.
Date: April 3, 2008	By:	/s/ Bernard L. Birkel
	Name:	Bernard L. Birkel
	Title:	Secretary

0061FMS8.VM.DOC

EX-10.1

 Exhibit 10.1

2008 BONUS CRITERIA FOR

MAXXAM CHIEF EXECUTIVE OFFICER

UNDER THE MAXXAM 1994 EXECUTIVE BONUS PLAN

The Section 162(m) Compensation Committee (the “Committee”) of the Board of Directors of MAXXAM Inc. (the “Company”) has on the 28th day of March 2008 established the following specific targets, criteria, and bonus opportunities for Charles E. Hurwitz (“CEH”), Chairman of the Board and Chief Executive Officer of the Company, relating to the 2008 fiscal year (set forth in Part I), under Sections 3 and 4 of the MAXXAM 1994 Executive Bonus Plan (the “Plan”).  Part II sets forth bonus opportunities relating to the 2009 fiscal year. It is anticipated that additional criteria will be established relating to the 2009 fiscal year at a later date.  All terms not defined herein shall have the meanings assigned to them in the Plan.  As used herein, the term “earn” shall be subject to the Committee’s absolute discretion, under Section 4.1 of the Plan, to reduce the actual bonus payable hereunder as the result of any of the criteria being achieved.  As used herein, the term “base salary” shall mean CEH’s 2008 base salary from the Company of $835,000.

PART I: BONUS CRITERIA RELATING TO

THE 2008 FISCAL YEAR

A. Improved 2008 Consolidated Financial Results

CEH will earn a bonus equal to 1% of base salary for each full $1 million in improvement (representing a decrease in net loss or an increase in net income) in 2008 Consolidated Financial Results as compared to the 2007 Consolidated Financial Results, not to exceed $1,500,000.  The 2008 Consolidated Financial Results for this purpose shall be deemed to be the amount of net income (or loss) shown in the Company’s earnings release with respect to its 2008 results.  The 2007 Consolidated Financial Results for this purpose shall be deemed to be the amount of net loss shown in the Company’s audited financial statements as of December 31, 2007 as the same are published in the Company’s Annual Report on Form 10-K for 2007.  2007 and 2008 Consolidated Financial Results shall each exclude (i) the results of forest products operations, and (ii) any net income arising from the reversal of the Company’s net investment in The Pacific Lumber Company (“Palco”) and(i) the results of forest products operations, and (ii) any net income arising from the reversal of the Company’s net investment in The Pacific Lumber Company (“Palco”), including the related tax effects(i) the results of forest products operations, and (ii) any net income arising from the reversal of the Company’s net investment in The Pacific Lumber Company (“Palco”), including the related tax effects the related tax effects.

B.           Business Development Projects

CEH will earn a bonus for 2008 services, not to exceed an aggregate of 100% of base salary, based on the following criteria: 33⅓% of base salary for any of the business development projects described below.  It is believed and intended that all of the items described below are substantially uncertain on the date hereof.  Completion of each of the items described below shall be deemed to constitute a separate business development project so that 33⅓% of base salary shall be earned as a bonus for each such project completed, subject to the overall limitation of 100% of base salary for all criteria under this section.

(1)   The undertaking by Palmas del Mar Properties Inc. and/or an affiliate thereof (“Palmas”) of a new business opportunity wherein a written commitment is made to invest $10 million or more (in cash or property) in connection with tourism operations in Puerto Rico.  For purposes of this Plan criterion, the undertaking of a condominium or other land developmentproject in conjunction with a hotel project shall be considered separate undertakings resulting in separate business development projects.  Satisfaction of this Plan criterion shall be deemed to have occurred upon the approval or ratification of such undertaking by the applicable Board and the execution by all parties to such undertaking of a binding written agreement in respect thereto.

(2)   The undertaking by the Company and/or an affiliate thereof of a new business opportunity wherein a written commitment is made to invest $10 million or more (in cash or property) in connection with a new real estate operation or development.  Satisfaction of this Plan criterion shall be deemed to have occurred upon the approval or ratification of such undertaking by the applicable Board and the execution by all parties to such undertaking of a binding written agreement in respect thereto.

(3)   The undertaking by the Sam Houston Race Park, Ltd. and/or an affiliate thereof (“SHRP”) of a new business opportunity wherein a written commitment is made to invest $5 million or more (in cash or property) in connection with racing, gaming or other entertainment operations of SHRP, or any related joint venture or other arrangment.  Satisfaction of this Plan criterion shall be deemed to have occurred upon the approval or ratification of such undertaking by the applicable Board and the execution by all parties to such undertaking of a binding written agreement in respect thereto.

(4)   The approval by the Texas Legislature of significant gaming legislation.  The term “significant gaming legislation” means initial enabling legislation for any or all of the following: (a) off-track betting on horse and/or dog racing which may be conducted in at least 20 locations in Texas, (b) poker, card or other games of skill or chance at any racing facilities owned by the Company or a subsidiary thereof, (c) video lottery, slot machines or similar gaming devices at any racing facilities owned by the Company or a subsidiary thereof, or (d) casino gaming (full or partial scale) at any racing facilities owned by the Company or a subsidiary thereof.

(5)   The receipt, directly, or indirectly through a joint venture or other arrangement, by the Company or one of its subsidiaries of a permit, license or similar approval to conduct gaming as allowed under any significant gaming legislation approved by the Texas Legislature, but which does not apply to any racing facilities owned by the Company.

C.           Extraordinary Transactions

CEH will earn a bonus of 75% of base salary for completion in 2008 of an Extraordinary Transaction as such is defined in Section 1.8 of the Plan; provided that any other items specifically listed under Section B. as a Business Development Project for 2008 shall not also be considered an Extraordinary Transaction under this item.  The maximum bonus that can be earned under this provision is 225% of base salary.  An Extraordinary Transaction shall be deemed to have occurred upon the approval or ratification of such transaction(s) by the applicable Board and the execution by all parties to such transaction(s) of a binding written agreement in respect thereto.  The term “Extraordinary  Transaction” shall exclude any disposition of any interest(s) of the Company in its forest products operations.

D.           Improved 2008 Earnings per Share

CEH will earn a bonus equal to 1% of base salary for each full $0.15 (fifteen cents) improvement (representing a decrease in net loss per share or an increase in net income per share) in the Company’s 2008 Earnings per Share as compared to the Company’s 2007 Earnings per Share, not to exceed $1,000,000.  The 2008 Earnings per Share for this purpose shall be deemed to be the earnings (or loss) per common and common equivalent share of the Company as shown in the Company’s earnings release with respect to its 2008 results.  The 2007 Earnings per Share for this purpose shall be deemed to be the earnings (or loss) per common and common equivalent share of the Company as shown in the Company’s audited financial statements as of December 31, 2007 as the same are published in the Company’s Annual Report on Form 10-K for 2007.  2007 and 2008 Consolidated Financial Results shall each exclude (i) the results of forest products operations, and (ii) any net income arising from the reversal of the Company’s net investment in Palco and the related tax effects.

E.           Achievement of Divisional/Subsidiary Business Plans

CEH will earn a bonus equal to 33⅓% of base salary for achievement of the 2008 business plan with respect to each of (i) the Company’s real estate operations, (ii) Sam Houston Race Park, Ltd.’s operations, or (iii) the Company’s corporate operations.  The maximum bonus under this subsection shall be equal to 100% of base salary.  The 2008 business plan for this purpose shall be the 2008 business plan as approved by the Company’s Board or the Board of the applicable entities within the business unit.  Achievement of the business plan for the respective business unit shall be deemed to occur if the actual 2008 before-tax net income or loss computed in accordance with generally accepted accounting principles in the United States for the unit is equal to or better than (i.e., a higher net income or lower net loss) the before-tax net income or loss as provided for in the applicable business plan.

PART II: BONUS CRITERIA RELATING TO

THE 2009 FISCAL YEAR

A. In the event that any of the criteria set forth above under Sections B. and C. of Part I are satisfied subsequent to December 31, 2008 and prior to establishment of the 2009 bonus criteria, the corresponding bonus shall be earned by CEH using the salary in effect during 2009.

[Signature page follows]

In witness whereof, the undersigned have affixed their signatures hereto as of the date shown below.

Dated:                      March 28, 2008                                                    MAXXAM INC. SECTION 162(m)

COMPENSATION COMMITTEE

/s/ Robert J. Cruikshank

Robert J. Cruikshank, Chairman

/s/ Stanley D. Rosenberg                                                                

Stanley D. Rosenberg

/s/ Michael J. Rosenthal

Michael J. Rosenthal

EX-10.2

 

Exhibit 10.2

2008 BONUS CRITERIA FOR MAXXAM PRESIDENT

UNDER THE MAXXAM 1994 EXECUTIVE BONUS PLAN

The Section 162(m) Compensation Committee (the “Committee”) of the Board of Directors of MAXXAM Inc. (the “Company”) has on the 28th day of March 2008 established the following specific targets, criteria, and bonus opportunities for Shawn M. Hurwitz (“SMH”), Co-Vice Chairman  of the Board and President of the Company, relating to the 2008 fiscal year (set forth in Part I), under Sections 3 and 4 of the MAXXAM 1994 Executive Bonus Plan (the “Plan”).  Part II sets forth bonus opportunities relating to the 2009 fiscal year.  It is anticipated that additional criteria will be established relating to the 2009 fiscal year at a later date.  All terms not defined herein shall have the meanings assigned to them in the Plan.  As used herein, the term “earn” shall be subject to the Committee’s absolute discretion, under Section 4.1 of the Plan, to reduce the actual bonus payable hereunder as the result of any of the criteria being achieved.  As used herein, the term “base salary” shall mean SMH’s 2008 base salary from the Company of $525,000.

PART I: BONUS CRITERIA RELATING TO

THE 2008 FISCAL YEAR

A. Improved 2008 Consolidated Financial Results

SMH will earn a bonus equal to 1% of base salary for each full $1 million in improvement (representing a decrease in net loss or an increase in net income) in 2008 Consolidated Financial Results as compared to the 2007 Consolidated Financial Results, not to exceed $945,000.  The 2008 Consolidated Financial Results for this purpose shall be deemed to be the amount of net income (or loss) shown in the Company’s earnings release with respect to its 2008 results.  The 2007 Consolidated Financial Results for this purpose shall be deemed to be the amount of  loss shown in the Company’s audited financial statements as of December 31, 2007 as the same are published in the Company’s Annual Report on Form 10-K for 2007.  2007 and 2008 Consolidated Financial Results shall each exclude (i) the results of forest products operations, and (ii) any net income arising from the reversal of the Company’s net investment in The Pacific Lumber Company (“Palco”) and the related tax effects

B.           Business Development Projects

SMH will earn a bonus for 2008 services, not to exceed an aggregate of 100% of base salary, based on the following criteria: 33⅓% of base salary for any of the business development projects described below.  It is believed and intended that all of the items described below are substantially uncertain on the date hereof.  Completion of each of the items described below shall be deemed to constitute a separate business development project so that 33⅓% of base salary shall be earned as a bonus for each such project completed, subject to the overall limitation of 100% of base salary for all criteria under this section.

(1)   The undertaking by Palmas del Mar Properties Inc. and/or an affiliate thereof (“Palmas”) of a new business opportunity wherein a written commitment is made to invest $10 million or more (in cash or property) in connection with tourism operations in Puerto Rico.  For purposes of this Plan criterion, the undertaking of a condominium or other land development project in conjunction with a hotel project shall be considered separate undertakings resulting in separate business development projects.  Satisfaction of this Plan criterion shall be deemed to have occurred upon the approval or ratification of such undertaking by the applicable Board and the execution by all parties to such undertaking of a binding written agreement in respect thereto.

(2)   The undertaking by the Company and/or an affiliate thereof of a new business opportunity wherein a written commitment is made to invest $10 million or more (in cash or property) in connection with a new real estate operation or development.  Satisfaction of this Plan criterion shall be deemed to have occurred upon the approval or ratification of such undertaking by the applicable Board and the execution by all parties to such undertaking of a binding written agreement in respect thereto.

(3)   The undertaking by the Sam Houston Race Park, Ltd. and/or an affiliate thereof (“SHRP”) of a new business opportunity wherein a written commitment is made to invest $5 million or more (in cash or property) in connection with racing, gaming or other entertainment operations of SHRP, or any related joint venture or other arrangement.  Satisfaction of this Plan criterion shall be deemed to have occurred upon the approval or ratification of such undertaking by the applicable Board and the execution by all parties to such undertaking of a binding written agreement in respect thereto.

(4)   The approval by the Texas Legislature of significant gaming legislation.  The term “significant gaming legislation” means initial enabling legislation for any or all of the following: (a) off-track betting on horse and/or dog racing which may be conducted in at least 20 locations in Texas, (b) poker, card or other games of skill or chance at any racing facilities owned by the Company or a subsidiary thereof, (c) video lottery, slot machines or similar gaming devices at any racing facilities owned by the Company or a subsidiary thereof, or (d) casino gaming (full or partial scale) at any racing facilities owned by the Company or a subsidiary thereof.

(5)   The receipt, directly, or indirectly through a joint venture or other arrangement, by the Company or one of its subsidiaries of a permit, license or similar approval to conduct gaming as allowed under any significant gaming legislation approved by the Texas Legislature, but which does not apply to any racing facilities owned by the Company.

C.           Extraordinary Transactions

SMH will earn a bonus of 75% of base salary for completion in 2008 of an Extraordinary Transaction as such is defined in Section 1.8 of the Plan; provided that any other items specifically listed under Section B. as a Business Development Project for 2008 shall not also be considered an Extraordinary Transaction under this item.  The maximum bonus that can be earned under this provision is 225% of base salary.  An Extraordinary Transaction shall be deemed to have occurred upon the approval or ratification of such transaction(s) by the applicable Board and the execution by all parties to such transaction(s) of a binding written agreement in respect thereto.  The term “Extraordinary  Transaction” shall exclude any disposition of any interest(s) of the Company in its forest products operations.

D.           Improved 2008 Earnings per Share

SMH will earn a bonus equal to 1% of base salary for each full $0.15 (fifteen cents) improvement (representing a decrease in net loss per share or an increase in net income per share) in the Company’s 2008 Earnings per Share as compared to the Company’s 2007 Earnings per Share, not to exceed $630,000.  The 2008 Earnings per Share for this purpose shall be deemed to be the earnings (or loss) per common and common equivalent share of the Company as shown in the Company’s earnings release with respect to its 2008 results.  The 2007 Earnings per Share for this purpose shall be deemed to be the earnings (or loss) per common and common equivalent share of the Company as shown in the Company’s audited financial statements as of December 31, 2007 as the same are published in the Company’s Annual Report on Form 10-K for 2007. 2007 and 2008 Consolidated Financial Results shall each exclude (i) the results of forest products operations, and (ii) any net income arising from the reversal of the Company’s net investment in Palco and the related tax effects.

E.           Achievement of Divisional/Subsidiary Business Plans

SMH will earn a bonus equal to 50% of base salary for achievement of the 2008 business plan with respect to each of (i) the Company’s real estate operations, and (ii) Sam Houston Race Park, Ltd.’s operations.  The maximum bonus under this subsection shall be equal to 100% of base salary.  The 2008 business plan for this purpose shall be the 2008 business plan as approved by the Company’s Board or the Board of the applicable entities within the business unit.  Achievement of the business plan for the respective business unit shall be deemed to occur if the actual 2008 before-tax net income or loss computed in accordance with generally accepted accounting principles in the United States for the unit is equal to or better than (i.e., a higher net income or lower net loss) the before-tax net income or loss as provided for in the applicable business plan.

PART II: BONUS CRITERIA RELATING TO

THE 2009 FISCAL YEAR

A. In the event that any of the criteria set forth above under Sections B. and C. of Part I are satisfied subsequent to December 31, 2008 and prior to establishment of the 2009 bonus criteria, the corresponding bonus shall be earned by SMH using the salary in effect during 2009.

[Signature page follows]

In witness whereof, the undersigned have affixed their signatures hereto as of the date shown below.

Dated:                      March 28, 2008                                                    MAXXAM INC. SECTION 162(m)

COMPENSATION COMMITTEE

/s/ Robert J. Cruikshank

Robert J. Cruikshank, Chairman

/s/ Stanley D. Rosenberg                                                                

Stanley D. Rosenberg

/s/ Michael J. Rosenthal

Michael J. Rosenthal

EX-10.3

 

Exhibit 10.3

2008 BONUS CRITERIA FOR MAXXAM GENERAL COUNSEL

UNDER THE MAXXAM 1994 EXECUTIVE BONUS PLAN

The Section 162(m) Compensation Committee (the “Committee”) of the Board of Directors of MAXXAM Inc. (the “Company”) has on the 28th day of March 2008, established the following specific targets, criteria and bonus opportunities for J. Kent Friedman (“JKF”), Co-Vice Chairman of the Board and General Counsel of the Company, relating to the 2008 fiscal year (set forth in Part I), under Sections 3 and 4 of the MAXXAM 1994 Executive Bonus Plan (the “Plan”).  Part II sets forth bonus opportunities relating to the 2009 fiscal year.  It is anticipated that additional criteria will be established relating to the 2009 fiscal year at a later date.  All terms not defined herein shall have the meanings assigned to them in the Plan.  As used herein, the term “earn” shall be subject to the Committee’s absolute discretion, under Section 4.1 of the Plan, to reduce the actual bonus payable hereunder as the result of any of the criteria being achieved.  As used herein, the term “base salary” shall mean JKF’s base salary from the Company of $510,000.

PART I: BONUS CRITERIA RELATING TO

THE 2007 FISCAL YEAR

A. Improved 2008 Consolidated Financial Results

JKF will earn a bonus equal to 1% of base salary for each full $1 million in improvement (representing a decrease in net loss or an increase in net income) in 2008 Consolidated Financial Results as compared to the 2007 Consolidated Financial Results, not to exceed $920,000.  The 2008 Consolidated Financial Results for this purpose shall be deemed to be the amount of net income (or loss) shown in the Company's earnings release with respect to its 2008 results.  The 2007 Consolidated Financial Results for this purpose shall be deemed to be the amount of net loss shown in the Company’s audited financial statements as of December 31, 2007 as the same are published in the Company’s Annual Report on Form 10-K for 2007.  2007 and 2008 Consolidated Financial Results shall each exclude (i) the results of forest products operations, and (ii) any net income arising from the reversal of the Company’s net investment in The Pacific Lumber Company (“Palco”) and the related tax effects.

B.           Business Development Projects

JKF will earn a bonus for 2008 services, not to exceed an aggregate of 100% of base salary, based on the following criteria: 33⅓% of base salary for any of the business development projects described below.  It is believed and intended that all of the items described below are substantially uncertain on the date hereof.  Completion of each of the items described below shall be deemed to constitute a separate business development project so that 33⅓% of base salary shall be earned as a bonus for each such project completed, subject to the overall limitation of 100% of base salary for all criteria under this section.

(1)   The undertaking by the Sam Houston Race Park, Ltd. and/or an affiliate thereof (“SHRP”) of a new business opportunity wherein a written commitment is made to invest $5 million or more (in cash or property) in connection with racing and/or gaming operations.  Satisfaction of this Plan criterion shall be deemed to have occurred upon the approval or ratification of such undertaking by the applicable Board and the execution by all parties to such undertaking of a binding written agreement in respect thereto.

(2)   The approval by the Texas Legislature of significant gaming legislation.  The term “significant gaming legislation” means initial enabling legislation for any or all of the following: (a) off-track betting on horse and/or dog racing which may be conducted in at least 20 locations in Texas, (b) poker, card or other games of skill or chance at any racing facilities owned by the Company or a subsidiary thereof, (c) video lottery, slot machines or similar gaming devices at any racing facilities owned by the Company or a subsidiary thereof, or (d) casino gaming (full or partial scale) at any racing facilities owned by the Company or a subsidiary thereof

(3)   The receipt, directly, or indirectly through a joint venture or similar arrangement, by the Company or one of its subsidiaries of a permit, license or similar approval to conduct gaming as allowed under any significant gaming legislation approved by the Texas Legislature but which does not apply to any racing facilities owned by the Company.

C.           Extraordinary Transactions

JKF will earn a bonus of 75% of base salary for completion in 2008 of an Extraordinary Transaction as such is defined in Section 1.8 of the Plan; provided that any other items specifically listed under Section B. as a Business Development Project for 2008 shall not  also be considered an Extraordinary Transaction under this item.  The maximum bonus that can be earned under this provision is 225% of base salary.  An Extraordinary Transaction shall be deemed to have occurred upon the approval or ratification of such transaction(s) by the applicable Board and the execution by all parties to such transaction(s) of a binding written agreement in respect thereto.  The term “Extraordinary  Transaction” shall exclude any disposition of any interest(s) of the Company in its forest products operations.

D.           Improved 2008 Earnings per Share

JKF will earn a bonus equal to 1% of base salary for each full $0.15 (fifteen cents) improvement (representing a decrease in net loss per share or an increase in net income per share) in the Company’s 2008 Earnings per Share as compared to the Company’s 2007 Earnings per Share, not to exceed $615,000.  The 2008 Earnings per Share for this purpose shall be deemed to be the earnings (or loss) per common and common equivalent share of the Company as shown in the Company’s earnings release with respect to its 2008 results.  The 2007 Earnings per Share for this purpose shall be deemed to be the earnings (or loss) per common and common equivalent share of the Company as shown in the Company’s audited financial statements as of December 31, 2007 as the same are published in the Company’s Annual Report on Form 10-K for 2007.   2007 and 2008 Consolidated Financial Results shall each exclude (i) the results of forest products operations, and (ii) any net income arising from the reversal of the Company’s net investment in Palco and the related tax effects

PART II: BONUS CRITERIA RELATING TO

THE 2009 FISCAL YEAR

A.   In the event that any of the criteria set forth above under Sections B. and C. of Part I are satisfied subsequent to December 31, 2008 and prior to establishment of the 2009 bonus criteria, the corresponding bonus shall be earned by JKF using the salary in effect during 2009.

[signature page follows]

In witness whereof, the undersigned have affixed their signatures hereto as of the date shown below.

Dated:                      March 28, 2008                                                    MAXXAM INC. SECTION 162(m)

COMPENSATION COMMITTEE

 /s/ Robert J. Cruikshank

 Robert J. Cruikshank, Chairman

 /s/ Stanley D. Rosenberg                                                                

 Stanley D. Rosenberg

 /s/ Michael J. Rosenthal

Michael J. Rosenthal