EX-99.2 3 ex99-2.htm EXHIBIT 99.2 ex99-2.htm

Exhibit 99.2

 

 

 

 

 

 

CHIEF OPERATING OFFICER

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective: January 1, 2015

 

 

 

 

 

 

 

 
 
 

 

CHIEF OPERATING OFFICER

 

 

PURPOSE: To define the compensation plan for the CHIEF OPERATING OFFICER.

 

SCOPE: Perma-Fix Environmental Services, Inc.

 

POLICY: The Compensation Plan is designed to retain, motivate and reward the incumbent to support and achieve the business, operating and financial objectives of Perma-Fix Environmental Services, Inc. (the “Company”).

 

BASE SALARY: The Base Salary indicated below is paid in equal periodic installments per the regularly scheduled payroll.

 

PERFORMANCE INCENTIVE COMPENSATION: Performance Incentive Compensation is available based on the Company’s financial results noted in Schedule A. Effective date of plan is January 1, 2015. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on final Form 10-K financial statement.

 

SEPARATION: If employment is separated prior to the annual incentive compensation payment date as noted above, no incentive compensation is due to the incumbent.

 

ACKNOWLEDGEMENT: Payment of Performance Incentive Compensation of any type will be forfeited, unless the Human Resources Department has received a signed acknowledgement of receipt of the Compensation Plan prior to the applicable payment date.

 

INTERPRETATIONS: The Compensation Committee of the Board of Directors retains the right to modify, change or terminate the Compensation Plan at any time and for any reason. It also reserves the right to determine the final interpretation of any provision contained in the Compensation Plan and it reserves the right to modify or change the Revenue and EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company. While the plan is intended to represent all situations and circumstances, some issues may not easily be addressed. The Compensation Committee will endeavor to review all standard and non-standard issues related to the Compensation Plan and will provide quick interpretations that are in the best interest of the Company, its shareholders and the incumbent.

 

 
 
 

 

CHIEF OPERATING OFFICER

 

 

Base Pay and Performance Incentive Compensation Targets

 

The compensation for the below named individual as follows:

 

Annualized Base Pay:

  $ 215,000  

Performance Incentive Compensation Target (at 100% of Plan):

  $ 107,500  

Total Annual Target Compensation (at 100% of Plan):

  $ 322,500  

 

The Performance Incentive Compensation Target is based on the schedule A below.

 

                           

TARGET

                          
                                                         

Revenue Target

     42,500,000       59,500,000       72,250,000       85,000,000       102,000,000       119,000,000       136,000,000  

EBITDA Target

     4,080,000       5,712,000       6,936,000       8,160,000       9,792,000       11,424,000       13,056,000  
                                                         
                                                         

Threshold % Of Target

     50 %     70 %     85 %     100 %     120 %     140 %     160 %

Bonus % Awarded

     0 %     10 %     50 %     100 %     130 %     170 %     200 %

% of Target Achieved

     50-69 %     70-84 %     85-99 %     100-119 %     120-139 %     140-159 %  

160

 %+ 
                                                         

Revenue

     -       1,075       5,375       10,750       15,357       21,500       26,107  

EBITDA

     -       6,450       32,250       64,500       92,143       129,000       156,643  

H & S

     -       1,613       8,063       16,125       16,125       16,125       16,125  

Permit & License Violations

     -       1,613       8,063       16,125       16,125       16,125       16,125  
                                                         
      -       10,751       53,751       107,500       139,750       182,750       215,000  

 

 

1)

Revenue is defined as the total consolidated third party top line revenue from continuing operations as publicly reported in the Company’s financial statements. The percentage achieved is determined by comparing the actual consolidated revenue from continuing operations to the Board approved Revenue Target from continuing operations, which is $85,000,000. The Board reserves the right to modify or change the Revenue Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition.

 

2)

EBITDA is defined as earnings before interest, taxes, depreciation, and amortization from continuing operations. The percentage achieved is determined by comparing the actual EBITDA to the Board approved EBITDA Target, which is $8,160,000. The Board reserves the right to modify or change the EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition.

 

3)

The Health and Safety Incentive target is based upon the actual number of Worker’s Compensation Lost Time Accidents, as provided by the Company’s Worker’s Compensation carrier. The Corporate Controller will submit a report on a quarterly basis documenting and confirming the number of Worker’s Compensation Lost Time Accidents, supported by the AIG Worker’s Compensation Loss Report. Such claims will be identified on the loss report as “indemnity claims.” The following number of Worker’s Compensation Lost Time Accidents and corresponding Performance Target Thresholds has been established for the annual Incentive Compensation Plan calculation for 2015.

  

 
 
 

 

Work Comp.

Claim Number

  

Performance

Target

6

  

70%-85%

5

  

85%-100%

4

  

101%-119%

3

  

120%-139%

2

  

140%-159%

1

 

160%+

 

4)

Permits or License Violations incentive is earned/determined according to the scale set forth below:  An “official notice of non-compliance” is defined as an official communication from a local, state, or federal regulatory authority alleging one or more violations of an otherwise applicable Environmental, Health or Safety requirement or permit provision, which results in a facility’s implementation of corrective action(s).

 

Permit and

License Violations

  

Performance

Target

6

  

70%-85%

5

  

85%-100%

4

  

101%-119%

3

  

120%-139%

2

  

140%-159%

1

 

160%+

 

5)

No performance incentive compensation will be payable for achieving the health and safety, permit and license violation, and revenue targets unless a minimum of 70% of the EBITDA Target is achieved.

 

 
 
 

 

Performance Incentive Compensation Payment

 

Effective date of plan is January 1, 2015. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on final Form 10-K financial statement.

 

In no event will Performance Incentive Compensation paid to all Executive Officers as a group exceed 50% of Pretax Net Income computed prior to the calculation of bonus expense. If applicable, Incentive Compensation payments will be reduced on a pro-rata basis, so not to exceed 50% of Pretax Net Income.

 

 

ACKNOWLEDGMENT:

 

I acknowledge receipt of the aforementioned Chief Operating Officer 2015 - Compensation Plan. I have read and understand and accept employment under the terms and conditions set forth therein.

 

 

/s/ John Lash

  

4/21/2015

    

/S/ John Lash

  

Date

    
         

/s/Larry Shelton

  

4/21/2015

    

/S/ Board of Directors

  

Date