February 19, 2002
Xxxxxxx Xxxxx
00 Xxxxxxxx Xxxxx
Xxxx Xxxx, Xxx Xxxx 00000
Dear Xxxxxxx:
This letter (the "Agreement") is written to memorialize the agreement
between Xxxxxx Technologies, Inc. (the "Company") and you concerning, and made
in consideration of, your continued employment as Executive Vice President of
the Company. As Executive Vice President, you will continue to have total
responsibility for sales and marketing of the Company's products, domestically
and internationally, and you will report to Xxxxxxx Xxxxxx, the Company's
President and COO. Your term of employment under this letter Agreement shall be
for a period of two (2) years, commencing as of January 14, 2002 (the "Effective
Date").
Additional terms of your employment are as follows:
o Your initial base salary hereunder shall be $210,000 per annum, and you
shall be eligible for annual merit, and/or cost-of living increases as may
be determined by the Executive Compensation Committee of the Board of
Directors.
o On or before August 1, 2003, you shall receive a performance bonus (the
"Performance Bonus") equal to 0.5% of the Company's earnings before income
taxes, depreciation and amortization (EBITDA) for the fiscal year ended
March 31, 2003, but only in the event that: (i) you have remained
continuously employed hereunder through August 1, 2003; and (ii) the
Company's net revenue for the fiscal year ended March 31, 2003, as
reported in its Annual Report on Form 10-K, exceeds $28 million.
o You shall receive six (6) months of severance pay as well as a pro-rated
Performance Bonus in the event that you are dismissed from employment
hereunder without cause.
o You shall be granted 75,000 options, having an exercise price equal to the
average closing price of the Company's publicly-traded stock during the
5-day trading period ending on the Effective Date of this Agreement. The
vesting schedule for these options shall be as follows: 12,500 options
shall vest immediately; an additional 25,000 options shall vest on January
14, 2003; an additional 25,000 options shall vest on January 14, 2004; and
the final 12,500 options shall vest on January 14, 2005.
o All of your unvested options will immediately vest in the event that you
have been terminated from employment hereunder without cause.
o All of your unvested options will immediately vest in the event that, and
as such time as, the Company has a change in control or is acquired by
another entity or company. (For purposes of this Agreement, "change in
control" has not occurred if the event-in-question does not require
mandatory disclosure pursuant to Item 1 of S.E.C. Form 8-K.)
In addition, you will continue to receive our standard Company benefits
package, including a life, medical and dental insurance package, which is 25%
contributory; and participation in our 401(k) plan. You will also continue to be
entitled to 15 vacation and 5 sick/personal days annually.
Kindly sign below to acknowledge your understanding and acceptance of, and
agreement with, all of the terms contained in this Agreement.
Sincerely,
/S/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President and COO
The Foregoing is Accepted
and Agreed to in its Entirety
/S/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
