May 22, 2000
Xx. Xxxx Xxxxxx
000 Xxxxxxxxxx Xxxx
Xxxx Xxxxxx, XX 00000
RE: Offer Letter Amendment
-----------------------
Dear Xxxx:
Your Offer Letter ("Offer Letter") dated as of February 7, 2000, between
0Xxxxxxxxx.xxx ("Company") and you, is hereby amended as follows. The remaining
terms of the Offer Letter remain in full force and effect:
Start Date/Title Effective May 15, 2000, you are hereby promoted
---------------- to the offices of President and Chief Operating Officer of
the Company.
Base Salary $[___] bi- weekly, which is the equivalent of
----------- $200,000 when annualized.
Bonus/Incentive The reference to commissions as per the attached Exhibit I
--------------- is hereby deleted.
Nothing in this letter shall be construed to imply that you can only be
terminated for cause. If you have any questions regarding this offer, please
give me a call.
Sincerely,
Xxx Xxxxxxxxx
President and COO
Accepted and agreed:
-----------------------------------
We are very pleased to confirm our offer of the position of Senior Vice
President, Sales and Marketing for our Company, 0Xxxxxxxxx.xxx. You will be
reporting directly to me as Our offer is subject to a successful completion of
our pre-employment procedure, which consists of criminal, credit and reference
checks, and the execution of an employee nondisclosure agreement. An Application
Statement is required in order for us to begin the pre-employment procedure and
we will fax that to you upon your verbal acceptance of this offer. My executive
assistant and Human Resource Administrator, Xx. Xxxxx Xxxxxx, will coordinate
with you on these items and help you with any questions in my absence.
The principal terms and conditions of our offer are as follows:
Stock Options Subject to the approval of our Board of Directors prior to
------------- your start date, you will be granted stock options for
50,000 common shares at the price the day you start
services, or at such price as the Board of Directors may, in
its sole discretion, may otherwise establish. Of such
options, 5,000 will vest on your start date and the balance
at the rate of 5,000 shares per four month `period' over the
ensuing three years, commencing on June 9th, and
periodically thereafter. The vesting of options may
accelerate pursuant to the formula contained on Exhibit I.
Term/Severance You will be an `employee at will'. However, your employment
------------- term will be a minimum of six months. In the event the
Company terminates you after the completion of a six-month
period other than for cause, you will receive a severance
payment equal to six months pay upon the Company's receipt
of appropriate releases.
Benefits We have enclosed a handout entitled Brief Summary of
-------- Benefits, which generally summarizes the package offered to
employees of the Company. As an executive officer, your
vacation is expanded to three weeks per year, accrued
ratably over the period. Your coverage for most benefits
will commence the 1st of the month following your start
date. More detailed information will be distributed at a
personal briefing at the time you start.
Nothing in this letter shall be construed to imply that you can only be
terminated for cause. If you have any questions regarding this offer, please
give me a call. Once we have your verbal acceptance, Xxxxx will forward the
necessary paperwork to move forward and complete the process.
Exhibit I
Xxxx Xxxxxx employment offer letter
February 7, 2000
- Commission schedule as below for year one (each period is four
calendar months)
Commission rates Period 1 Period 2 Period 3
Group sales (new) 2.00% 1.50% 1.00%
Group sales (Existing) 0.50% 0.50% 0.50%
Personal 2.00% 2.00% 2.00%
- Advance commission of $2k per month for first four months, guaranteed
minimum, but offset able against other commissions.
- Initial option grant for 50,000 shares, with 5,000 shares vesting
immediately and balance vesting over 3 years in equal periodic
installments of four months each, subject to acceleration as described
below:
* Vesting acceleration at the end of each period equal to
commissions earned each period divided by 15
* Shares from accelerated vesting reduce future vesting, starting
with year three, then year two, etc.
- Additional option grants for 10,000 shares for each million in group
sales over $3 million in year one
- Takeover acceleration of option grants equal to no less than one
year's acceleration, subject to board approval
