CULTURALACCESSWORLDWIDE
August 1, 1997
Xx. Xxxxxxx Xxxxxxx
0000 Xxxxxx Xxx Xxxx
Xxxxxxxx, XX 00000
Dear Xxxxxxx:
This letter will constitute a binding agreement concerning the terms of your
employment at CulturalAccessWorldwide that we agreed upon earlier this week:
Position: Senior Vice President of Finance and
Administration and Chief Financial Officer.
This position will be based in Arlington,
VA.
Reporting to: President and Chief Executive Officer
Direct Reports: Corporate controller and divisional CFOs.
Base Salary: $175,000 increasing to $200,000 at
the earlier of July 1, 1998 or an initial
public offering (IPO).
Bonus Opportunity: $25,000 for calendar year 1997
40% of base salary for each calendar year
thereafter
Bonus Criteria: 40% qualitative goals; 60% quantitative
goals as agreed with CEO
Options: 50,000 options vesting over 5-years with
strike price between $5-6 per share. All
options will vest immediately upon change of
control (e.g., acquisition of the Company,
but not IPO).
The first 10,000 of the 5-year vesting
options may vest following an IPO if the
following conditions are met:
o The proceeds from the exercise of
these options and the sale of the
underlying stock are used to
supplement the down payment for
your permanent residence in the
Arlington, VA area.
o You have already applied $100,000
of your personal funds to the down
payment of the home.
An additional 10,000 options will be awarded
at IPO with a strike price equal to the IPO
price. These options will be 100% vested at
time of issuance.
Moving Expenses: Covered expenses include -
o Brokerage fee (at customary rate)
for sale of home
o Reasonable and customary closing
costs
o Three trips to Arlington, VA for
spouse in connection with move
o Up to two mortgage points in
connection with purchase of new
home in Northern, VA
o Temporary housing near headquarters
office in Northern VA for up to 90
days (maximum $2,000 per month)
o Storage of household items for up
to one year
o Reasonable moving expenses for
moves between Richmond, temporary
residence and final residence.
Vacation: Three weeks; increasing to four weeks after
three years and five weeks after 10 years.
Benefits: TelAc health and dental package. Long-term
disability program of
CulturalAccessWorldwide plus an allowance in
the first year of employment for up to
$2,500 to reimburse additional coverage at
the $200,000 per year compensation level.
You will be eligible to participate in
CulturalAccessWorldwide's 401K plan. The
Company will provide you with parking at the
0000 Xxxxxxxxx xxxxxxxx.
Salary Continuation: Your employment may be terminated by
CulturalAccess with or without "cause."
Should your employment at
CulturalAccessWorldwide be terminated for
cause, no severance or other termination
benefits would be due or payable. Likewise,
should you decide to leave
CulturalAccessWorldwide voluntarily, no
severance or other termination benefits
would be payable. However, if your
employment is terminated by
CulturalAccessWorldwide without cause nor
voluntarily then the Company will provide
you with continuous payment of your base
salary in effect for six months from the
date of such termination, plus two months
for each year of service with the Company
with a maximum of 12 months total severance.
In the event that your employment is
terminated without cause or involuntarily as
a result of a change of control (e.g.,
acquisition of the Company, but not IPO),
the Company will provide you with continuous
payment of your base salary in effect for
six months from the date of such
termination, plus two months for each year
of service with the Company with a maximum
of 12 months total severance.
For the purpose hereof, "cause" shall mean
(a) breach of any of your obligations in
your position as Senior Vice President of
Finance and Administration-Chief Financial
Officer, or (b) any material act of
dishonest involving CulturalAccessWorldwide,
or (c) repeated failure to follow the
reasonable instructions of the President in
connection your with duties, or (d) repeated
significant carelessness in the performance
of duties, or (e) repeated unexcused
absences during normal working hours, or (f)
repeated insobriety at the work place, or
(g) that you have been charged with
committing and have been convicted of (i) a
felony or, (ii) any crime or offense
involving moral turpitude. If the basis for
cause is an act or acts described in clause
(a), (c) or (d) above, you shall be given
ten (10) days to cease or correct the
performance (or non performance) giving rise
to such cause.
No Compete: You agree not to be employed by companies
competing with CulturalAccessWorldwide in
the teleservices or marketing services
industry for two years after termination of
employment for any reason.
No Solicitation: You agree not to solicit any clients of
CulturalAccessWorldwide to provide them with
work or services that is competitive to
CulturalAccessWorldwide for a period of two
years after termination for any reason. You
also agree not to solicit, recruit or hire
any employees or strategically important and
unique vendors or consultants (e.g.,
pharmaceutical marketing partners, but not
audit firms or banks) of the Company for a
period of two years after termination for
any reason.
Start Date: Your start date will be August 19, 1997.
Please sign and return one copy of this letter. I very much look forward to
working with you to build this very exciting company.
Sincerely,
/s/ Xxxx Xxxxxxxxxx
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Xxxx Xxxxxxxxxx
Accepted & Agreed:
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
