A. Michael Hiles & Associates Inc.

                 Human Capital Management

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Case I - Rewarding Key Employees

Our client is a specialized high tech company with 150 employees. The company is privately held. Our goal was to help the owner to reward those key employees who helped build the company.

Our suggestion was to implement a Stock Option Plan. The plan provides participating employees with annual grants of right to purchase shares at a fixed price. The grants vest (become available to exercise) gradually over five years.

We designed the plan, financial modeling, advised on rules, and managed the communications to participants.

There were special considerations because this was a private company and there was no public market for the shares. We created a system that enabled employees to sell their shares back to the company, while allowing the company to assure that control remained with the owner.

We help with an annual update, and calculations when an employee leaves of cashes out.

Because the company may be sold in the medium term, we advised on special provisions that apply when there is a change of control:

Accelerated vesting
Additional provisions to encourage employees to remain with the company, and the new owner to retain key employees.

The Plan serves everyone well:

the plan is funded by company growth
participants are rewarded by the company's success