April 24, 2006
April
24,
2006
Xx.
Xxxx
X. Xxxxxxxxx
00
Xxxx
Xxxxxxx Xxxx
Duxbury,
MA 02332
Dear
Xxxx:
We
are
pleased to extend to you this offer to join EyeTel Imaging, Inc. in a senior
management role. The following are the terms and conditions of the employment
agreement between you and the Company.
|
Title:
|
Consultant/Acting
CEO (from your start date through 6/31/06);
|
|
Chairman
& Chief Executive Officer
(7/1/06-)
|
|
Base
Salary:
|
$245,000
per annum. It is agreed that while you are a consultant, you will
be paid
at this annual rate on 1099 basis.
|
|
Equity:
|
You
will participate in the Company’s Restricted Stock Plan at an ownership
level of equal to 7.5% of the total outstanding shares of EyeTel
Imaging
on a fully diluted basis (on the date hereof). If you indicate that
you
will accept this offer, the Board will hold an interim meeting to
elect
you and to grant these options using the fair market value strike
price
($0.25 cents/share) set at the last Board meeting. In terms of a
vesting
schedule, 25% of your shares will vest on your first anniversary.
The
remaining 75% will vest on a monthly pro-rata basis over the next
36
months of your employment. Consistent with EyeTel’s Restricted Stock Plan,
should there be a change of control of EyeTel, you will vest immediately
in 100% of your then unvested shares. EyeTel may from time to time
elect
to offer additional shares of stock in the Company for outstanding
contributions. The Company agrees to work with you in order that
these
restricted shares are paid to or purchased by you in a tax advantaged
manner.
|
|
Cash
Bonus:
|
Additionally,
you will participate in the Company’s bonus program, with a target level
of 50% of your base salary (currently, $122,500). The actual amount
of the
bonus shall be determined by the Company’s Board of Directors and will be
based upon the Board’s assessment of your performance against goals
established annually. Any
such bonus award shall be payable not later than the end of the first
quarter of the fiscal year following that for which the bonus was
earned.
Any bonus or incentive compensation paid to you shall be in addition
to
your annual base salary and will be subject to any applicable legal
deductions in accordance with the regular practices of the Company.
For FY
2006, the Company guarantees that you will receive a bonus of no
less than
two-thirds of your bonus target ($83,368), assuming a start date
of
4/26/06.
|
|
Management
Carve-Out:
|
Should
the Board of Directors decide to sell EyeTel Imaging and/or its assets
within your initial twelve (12) months of employment, the Company
agrees
to reserve and pay to you a “management carve-out” such that your proceeds
from the sale, including any value from your options, is equal to
7.5% of
the proceeds of such a sale.
|
|
Severance:
|
In
the event the Company terminates your employment on or after January
1,
2007, but before January 1, 2008, for reasons other than “Cause”, the
Company will pay you a severance amount equal to three (3) months
of your
base salary. On January 1, 2008, and at any time thereafter, should
the
Company initiate termination of your employment, for reasons other
than
“Cause”, the Company will pay you a severance amount equal to six (6)
months of your then base salary. Severance will be payable in accordance
with the Company’s regular payroll practices, and will be conditioned on
your execution of a general release of claims in favor of the Company.
For
purposes of this letter, “Cause” shall mean (a) your conviction of or plea
of nolo contendere to a felony, (b) fraud, theft, embezzlement or
other
material dishonesty or misconduct in performance of your duties to
the
Company, (c) material breach of any of the terms or provisions hereof,
or
(d) ongoing failure to perform (other than by disability) or substantial
neglect in the performance of your duties and responsibilities to
the
Company.
|
|
Relocation/Commutation:
|
It
is understood and agreed that you will travel to the Company’s
headquarters in Columbia, Maryland on a regular basis, and the Company
agrees to reimburse you for all reasonable travel to/from Maryland,
as
well as for the expense of leasing a corporate apartment.
|
|
Vacation:
|
This
confirms that you will be eligible for three (3) weeks of vacation
on an
annual basis.
|
|
Benefits:
|
During
your employment, you will be eligible to participate in all benefit
plans
made available by the Company from time to time to all eligible employees,
subject to plan terms and generally applicable Company policies.
Company
benefits include 401(k) savings, medical, dental, life, long term
disability and AD&D insurance plans.
|
|
Start
Date:
|
It
is agreed that your official start date as Chairman & CEO will be July
1, 2006, and that you will begin work as a consultant and Acting
CEO on
April 26, 2006.
|
EyeTel
Imaging, Inc. is an at-will employer, and your employment will not be for any
specific term. You are free to quit, and EyeTel is free to terminate your
employment at any time, with or without cause. This offer of employment will
expire unless accepted on or before May 15, 2006.
Xxxx,
we
are very excited about the prospect of your leadership at EyeTel, and we look
forward to addressing any questions or issues that may arise relative to the
terms of this offer. Please feel free to contact Xxxxx Xxxx or any of us on
the
Board as you review this offer.
Best
regards,
THE
BOARD
OF DIRECTORS,
EYETEL
IMAGING, INC.
ACCEPTED:
/s/
Xxxx X. Xxxxxxxxx
Xxxx
X.
Xxxxxxxxx
4/24/06
