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EXHIBIT 10.8
May 20, 1999
Xxxxx X. Xxxxxxx
000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
Dear Xxxxx:
On July 30, 1998, you entered into a letter agreement (the "Prior
Agreement") with KaStar Satellite Communications Corp. (the "Company") regarding
the terms of your employment by the Company. In consideration of the mutual
agreements in this Letter Agreement (this "Agreement"), you and the Company have
agreed to terminate the Prior Agreement in its entirety and replace it with this
Agreement. Upon your execution of a counterpart of this Agreement, the Prior
Agreement will terminate and your employment by the Company will be governed by
the terms of this Agreement.
EMPLOYMENT
You are being hired to serve as Chairman of the Company. Your initial
salary will be at the rate of $225,000 per year. You will receive all standard
benefits offered to executive of the Company, including, without limitation, if
offered, 401K match, health benefits and life insurance. With respect to salary,
benefits and equity incentives, you will be treated no less favorably than other
senior management at a comparable level.
SEVERANCE ARRANGEMENTS
The Company and you agree and acknowledge that your employment with the
Company may be terminated by you or the Company at any time, with or without
cause and with or without notice. Any contrary oral representations or
agreements which may have been made to you are superseded by this Amendment. The
at-will nature of your employment described in this Agreement shall constitute
the entire agreement between you and the Company concerning the circumstances
under which either you or the Company may terminate the employment relationship.
No person affiliated with the Company has the authority to enter into any oral
agreement that changes the terms of the at-will nature of your employment. The
at-will term of your employment can only be changed in a writing signed by you
and the President of the Company, which expressly states the intention to modify
the at-will term of your employment.
Notwithstanding the foregoing, if your employment with the Company is
terminated by the Company, you will be entitled to receive your base salary at
the time of termination for one year as severance pay, payable in equal
installments consistent with the Company's normal payroll practices, provided
that you execute and deliver to the Company, and not revoke, a full release of
all potential claims against the Company reasonably satisfactory in forma and
substance to the Company and comply with the Non-Competition Agreement which you
executed in connection with the Prior Agreement.
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In addition to the termination benefits described above, you also will
be entitled to any other severance benefits that are provided generally to
employees of the Company, as well as any rights you may have pursuant to COBRA
with respect to the continuation of medical insurance coverage.
BOARD OF DIRECTORS PARTICIPATION
If at any time during the term of your employment your are not a member
of the Company's Board of Directors, you will have the right receive notice of
and attend (either in person or telephonically) all meetings of Board of
Directors. In addition, you will receive, concurrently with members of the Board
of Directors, all information distributed to such members. Your rights under
this provision shall terminate upon the earlier to occur of (i) the closing of
an initial public offering of the Company's equity securities, (ii) the
termination of your employment (by you or by the Company) by the Company for any
reason; provided, however, that prior to the closing of an initial public
offering, your rights under this provision shall continue so long as Televerde
Communications, L.P. (or collectively, its current limited partners), own not
less than 20% of the issued and outstanding equity securities of the Company.
OTHER DUTIES
Your duties will be those assigned to you by the Board of Directors of
the Company.
OTHER INTERESTS
The Company acknowledges that you are not required to spend all of your
time on Company matters, and that you have other substantial interests. The
Company consents to your continuing involvement in such other interests,
including your ownership and operation of @Contact, LLC, KaStarCom. World
Satellite, LLC and Televerde Communications, LLC.
If the above letter accurately reflect our agreement with respect to
these matters, please execute both copies of this letter as indicated below and
return one signed copy to me.
Sincerely,
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President
The foregoing letter agreement is hereby
agreed to this 20th day of May, 1999
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
