EXHIBIT 10.34
[LOGO OF INTEGRATED ORTHOPAEDICS, INC. APPEARS HERE]
April 21, 1997
Xx. X. Xxxxx Xxx
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000-0000
Dear Xxxxx:
This letter is to serve as an offer of employment with Integrated
Orthopaedics, Inc. ("IOI") according and subject to the terms described below:
1. You are offered the position of Vice President, General Manager, an officer
of IOI.
2. The specific duties of the position will be agreed upon between you and
IOI's President within ninety (90) days after execution of this letter.
3. Your total cash compensation during your first twelve months of employment
will be no less than $150,000 to be paid in a combination of Base Salary and
Bonus (if you are employed for fewer than twelve months in any year, cash
compensation will be reduced ratably.). Starting Base Salary will be
$120,000. The future allocation of this cash compensation between Base
Salary and Bonus will be agreed upon between you and IOI's President within
ninety (90) days after execution of this letter.
4. When it is completed, you will participate in the executive compensation
plan currently under review by IOI's Compensation Committee and any
contradictions between that plan and this letter (except for the first year
compensation and option grants) will be resolved in conformance with the
plan.
5. Concurrently with your employment, you will receive options to purchase
32,500 shares of IOI common stock, par value $.001. These options will have
an exercise price equal to $5.00 per share. These options will be
substantially in the form attached to this letter.
6. Upon completion of a compensation plan, you will also receive options to
purchase no less than 100,000 shares of IOI common stock, par value $.001,
which amount may be increased, but not decreased, depending on the structure
of the executive compensation plan, when finalized. These options will have
an exercise price equal to the closing price of IOI's common stock on the
American Stock Exchange on the day prior to the date of your grant. These
options will vest at the rate of 20% per year over a five year period and
will expire on the anniversary date in 2007.
7. In partial consideration for the issuance of the above referenced 32,500
options, you will agree not to compete with IOI for the duration of your
employment as set forth in Section 7.2 of the Asset Purchase Agreement
between BackCare Group, Inc. and IOI of even date herewith. The exact nature
of the non-compete language and duration of the post-employment clause may
be altered and is subject to the same conditions that will be imposed on
other IOI officers.
8. If required, IOI will provide a relocation program in accordance with the
attached addendum.
9. Your employment is subject to the closing of IOI's acquisition of
substantially all the assets of BackCare Group, Inc.
If this offer is acceptable to you please sign where indicated below. We
look forward to a long and mutually satisfying relationship.
Very truly yours, AGREED and ACCEPTED:
/s/ XXXXXX X. XXXXXX /s/ X. XXXXX XXX
Xxxxxx X. Xxxxxx X. Xxxxx Fry
President & COO Date: April 21, 1997
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