1
EXHIBIT 00.xx
TERMS OF EMPLOYMENT
During the quarter ended March 31, 2001, SBS employed Xx. Xxxxxxx Xxxxx as its
President and CEO. The parties have not completed the formal employment
agreement, but have agreed substantially on the following terms:
1. Xx. Xxxxx is employed as SBS's President and CEO, effective March 9,
2001, with a signing bonus of $200,000, pretax, and at an initial base
salary of $500,000. He will also serve as a Director.
2. SBS will grant Employee 300,000 options, vesting over six years, on SBS
Common Stock, at an exercise price of $18.125, the closing price on the
day before Xx. Xxxxx'x first day of employment. In addition, Xx. Xxxxx
will receive an annual grant of options for 40,000 shares of SBS common
stock, each vesting over two years, at an exercise price equal to fair
market value on the date of grant.
3. SBS will provide to Xx. Xxxxx, pretax, additional compensation of $2.4
million, which will be in the form of a combination of between 30,000
and 50,000 restricted SBS shares, a loan, and other possible elements.
The shares will vest, and the loan will be forgiven, over a six-year
period on the anniversaries of Xx. Xxxxx'x employment, and part of the
shares will vest, and part of the loan be forgiven, upon termination of
Xx. Xxxxx'x employment under certain circumstances. Termination of
employment by SBS will include six months termination pay at the normal
annual base pay in effect at the time. If SBS is acquired by another
organization during the six-year period, the remaining loan amount will
be forgiven and restrictions on shares will be removed as provided in
the 2000 Long-Term Equity Incentive Plan.
4. Xx. Xxxxx will be located in SBS' facility in Carlsbad, California. SBS
will pay moving and certain home mortgage and home maintenance
expenses, as well as provide standard and additional employment
benefits.
SBS and Xx. Xxxxx are in process of negotiating the final employment agreement.
The final agreement is expected to be filed with SBS' Form 10-K on or before
September 28, 2001.
