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EXHIBIT 6.5
SCHEDULE A TO EMPLOYMENT AGREEMENT
BETWEEN CAPRI CORP. AND MEHUL J. DAVE
EFFECTIVE JULY 1, 2000
COMPENSATION
A. SALARY. Capri shall pay Officer a salary which would equal on an annualized
basis $250,000 per year that he is employed by Capri or any company
pursuant to this Employment Agreement, and pro rata for any portion of any
year based upon the above annualized rate.
B. INCENTIVE BONUS. In addition to the salary set forth in Section A above,
Capri shall pay Officer an incentive bonus with respect to each fiscal year
of Capri and its subsidiaries (the "Fiscal Year") commencing in the Fiscal
Year this Employment Agreement is entered into, and for each subsequent
Fiscal Year during Officer's employment with Capri during which Capri, on a
consolidated basis, has "Pre-Tax Net Income" (hereinafter defined). The
incentive bonus shall be paid within ninety days (90) days of the close of
the Fiscal Year in which such incentive bonus is earned. If the Fiscal Year
changes at any time, appropriate adjustments in the incentive bonus shall
be made. Officer's incentive bonus pursuant to this Schedule A shall be
referred to herein as the "Incentive Bonus". The Incentive Bonus for each
Fiscal Year shall be calculated as follows:
<TABLE>
<CAPTION>
Incentive Percentage of Annualized
Pre-Tax Net Income Bonus Salary of $250,000
------------------ --------- ------------------------
<S> <C> <C>
$500,000 to $999,999 $12,500 5%
$1,000,000 to $1,499,999 $25,000 10%
$1,500,000 to $2,249,999 $55,000 22%
$2,250,000 to $2,999,999 $87,500 35%
$3,000,000 to $3,999,999 $130,000 52%
$4,000,000 to $4,999,999 $175,000 70%
$5,000,000 to $5,999,999 $212,500 85%
$6,000,000 and above $250,000 100%
</TABLE>
Capri shall have its regularly retained independent auditor calculate the
Pre-Tax Net Income as of the last day of each Fiscal Year and Officer's
Incentive Bonus shall be based on those calculations. For the purposes of
this Schedule A to the Employment Agreement:
(1) "Pre-Tax Net Income" shall mean net income of Capri, on a consolidated
basis, determined in accordance with generally accepted accounting
principles consistently applied prior to the payment of or allowance
for applicable corporate income taxes on such income; provided,
however,
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that Pre-Tax Net Income shall not include income from extraordinary
items, as determined pursuant to generally accepted accounting
principles.
(2) In case of any dispute between Capri and Officer as to the amount of
the Pre-Tax Net Income, the determination thereof by the independent
auditor of Capri shall be binding and conclusive.
C. That certain Schedule A To Employment Agreement Between Capri Corp. And
Mehul Dave' dated July 1, 1999, is hereby superseded and replaced in full
by this Schedule A effective July 1, 2000.
Capri Corp.: Officer:
By: /s/ P. Balasubramanian By: /s/ Mehul J. Dave
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P. Balasubramanian Mehul J. Dave
Executive Vice President
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