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<br />... . <br /> <br />. <br />.0( <br /> <br />-2- <br /> <br />The Chairman announced that the third item of business was a discussion regarding the Company's Key <br />Executive Equity Participation Plan (KEEP) that was initiated December 1, 2000. This plan is <br />documented by a KEEP Agreement for each participant that bas been executed on the Plan entry date of <br />each participant. Generally, the Plan outlines the potential cash bonus and potential deferred bonus for <br />each participant for the ensuing fiscal year. The agreement clarifies the terms for qualifying for each <br />bonus; wpj~h is based on the Compa..l1Y's performa..l1ce; and fiLrther documented with a bonus table <br />applicable only to the current fiscal year. If the deferred bonus is earned via the applicable bonus table the <br />participant uses the deferred bonus to purchase Equity Participation Units in the Company. The EPU's are <br />clearly defined in the agreement~ as are the terms of payment, vesting, etc. Upon motion duly made and <br />seconded, it was: <br /> <br />RESOL VED: that the Company will not reinstate and sponsor the KEEP Plan for <br />the fiscal year beginning December 1, 2008 fo~ the following participants: <br /> <br />Participant <br />Angle, Jorge <br />Bothman, Brian <br />Brogoitti, Jim <br />Cook, Gary <br />Groswird, Alex <br />Moore, James <br />Nakano, Aaron <br />Todd, Terry <br />Hall, Randy <br />Y ouset: Saeed <br />Lemus, Richard <br /> <br />Plan Document Date <br />December 1, 2000 <br />December 1, 2000 <br />December 1, 2000 <br />December 1, 2000 <br />December 1, 2000 <br />December 1, 2000 <br />December 1,2000 <br />December 1, 2000 <br />December 1, 2003 <br />December 1, 2003 <br />December 1, 2004 <br /> <br />Further, the Company recognizes that each of the Participants named above has a current accoWlt balance <br />uIldei the tenns of t.ie original KEEP Plful. None of the provisions of the original KEEP Plan have been <br />modified or changed including calculation of Participant account balances and payout provisions for such <br />balances. ~ <br /> <br />The Chairman announced that the fourth item of business was to authorize certain officers as signatories <br />for certain financial transactions with the Private Bank. <br /> <br />Upon motion duly made and seconded it was: <br /> <br />RESOLVED: that the following persons were granted the powers listed: <br />Robert A. Bothman, Brian L. Rothman, James C. Moore, Jim Lewellen, Andrew B. Bothman <br />Saeed Yousuf and Richard W. Bothman are authorized to: <br /> <br />(1) Exercise ail powers listed in this resolution. <br /> <br />,~. <br /> <br />(2) Sign Contracts between Robert A. Bothman, Inc. and Project Owners or General <br />Contractors with whom Robert A. Bothman, Inc. is contracting work. <br />