ALPHANET SOLUTIONS, INC.
EXHIBIT 10.27
June 8, 1999
[Name of Executive Officer]
[Title of Executive Officer]
AlphaNet Solutions, Inc.
0 Xxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxx Xxxxxx 00000
Dear [First Name of Executive Officer]:
At its regularly scheduled meeting held on May 20, 1999, the Board of Directors
of AlphaNet Solutions, Inc. (hereinafter, the "Company") approved the issuance
to you of this letter agreement, detailing your rights and obligations in the
event of a "change-of-control" in the ownership and management of the Company
(as more particularly described below).
In consideration of your past and continued service to the Company, in the event
there is a "change-of-control" (as defined below) which results in either the
involuntary termination of your employment with the Company or voluntary
resignation from the Company due to a reduction in salary or benefits, you shall
receive (a) one year of base salary from the Company, payable in equal biweekly
installments; and (b) continuation for one year from date of termination of all
current medical, dental, life and disability insurance benefits, as well as your
current monthly car allowance. In addition, in the event of such
"change-of-control" (as defined below), all stock options previously or
hereafter issued to you under the Company's 1995 Stock Plan, as the same may be
amended from time to time, shall, to the extent such stock options have not
vested as of such date, immediately vest and become exercisable upon your
involuntary or voluntary termination as described above.
The salary and benefit continuation and other provisions referenced in the
immediately foregoing paragraph shall be applicable for a period of two years
from the date of any "change-of-control" as defined below. If within such
two-year period a "change-of-control" (as defined below) has not resulted in
either the involuntary termination of your employment with the Company or
voluntary resignation from the Company due to a reduction in salary or benefits,
this letter agreement and the terms hereof shall be null and void and have no
further force or effect. Similarly, in the event your employment with the
Company is voluntarily or involuntarily terminated in the absence of a
"change-of-control" (as defined), this letter agreement shall be null and void.
For purposes of this letter agreement, a "change-of-control" shall be deemed to
have occurred in the event (i) of the acquisition (including as a result of a
merger) by any `person" (as such term is used in Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), or persons "acting in
concert" (which for purposes of this agreement shall include two (2) or more
persons voting together on a consistent basis pursuant to an agreement or
understanding between them to act in concert and/or as a "group" within the
meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange Act) of beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing more than 25% of the
combined voting power of the then outstanding securities of the Company entitled
to vote generally in the election of directors of the Company; and (ii) Xxxxxxx
Gang ceases to be the Chairman of the Board of the Company.
Please signify your acceptance of and agreement to the foregoing by signing in
the space provided below for this purpose.
Very truly yours,
/s/ Xxxxxxx Xxxx
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Xxxxxxx Gang
Chairman of the Board
ALL OF THE FOREGOING IS
ACCEPTED AND AGREED TO
THIS _______ DAY OF JUNE, 1999:
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[Name of Executive Officer]
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