EXHIBIT 10 (p)
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EMPLOYMENT AGREEMENT
THIS AGREEMENT, effective as of July 16, 2001 is between
Computer Task Group, Incorporated, a New York corporation with its executive
offices at 000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000 (the "Corporation"), and
Xxxxx X. Xxxxx, an individual residing at 000 Xxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxx
00000 (the "Executive").
RECITALS:
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WHEREAS, the Executive will be employed as the President and
Chief Executive Officer of the Corporation; and
WHEREAS, the Corporation and the Executive desire to set forth
the terms upon which the Executive will be employed by the Corporation.
NOW, THEREFORE, in consideration of the promises and of the
covenants contained in this Agreement, the Corporation and the Executive agree
as follows:
1. DEFINITIONS. The following definitions apply for purposes
of this Agreement.
(a) "Board of Directors" or "Board" means the Board of
Directors of the Corporation.
(b) "Cause" means a finding by the Board of Directors that any
of following conditions exist:
(i) The Executive's willful and continued failure to
substantially perform his material duties under this Agreement
(other than as a result of his Disability) if such failure is
not substantially cured within 15 days after written notice is
provided to the Executive.
(ii) The Executive's willful breach in a substantive and
material manner of his fiduciary duty or duty of loyalty to
the Corporation which is injurious to the financial condition
in more than a de minimus manner or the business reputation of
the Corporation.
(iii) The Executive's indictment for a felony offense
under the laws of the United States or any state thereof
(other than for a violation of motor or vehicular laws).
(iv) Material breach by the Executive of any restrictive
covenant contained in Sections 10 and 11 of this Agreement.
For purposes of this definition, no act or failure to act will be deemed
"willful" unless effected by the Executive not in good faith and without a
reasonable belief that his action or failure to act was in or not opposed to the
Corporation's best interests.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
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(d) "Corporation" means Computer Task Group, Incorporated.
(e) "Disability" means a disability that has existed for a period of 6
consecutive months and because of which the Executive is physically or mentally
unable to substantially perform his regular duties as President or Chief
Executive Officer of the Corporation, as the case may be.
(f) "Effective Date" means July 16, 2001.
(g) "Good Reason" means:
(i) There has been a material diminution in the Executive's
responsibilities, duties, title, reporting responsibilities within
the business organization, status, role or authority which is not
restored within 15 days after written notice is provided to the
Corporation.
(ii) Removal from, or failure to re-elect, the Executive to
the position of President or Chief Executive Officer.
(iii) A material breach by the Corporation of any of the
material terms of this Agreement if such breach is not
substantially cured within 15 days after written notice is provided
to the Corporation.
2. EMPLOYMENT; DUTIES. Subject to the terms and conditions set
forth in this Agreement, the Corporation hereby agrees to employ the Executive,
and the Executive hereby will assume the positions of President and Chief
Executive Officer of the Corporation, in full charge of the operation of its
business and affairs, subject to the provisions of the by-laws of the
Corporation in respect of the duties and responsibilities assigned from time to
time by the Board of Directors to the President and Chief Executive Officer, and
subject also at all times to the control of the Board of Directors. Subject to
the yearly election by the Board of Directors in the exercise of its judgment,
it is contemplated that the Executive will continue to be elected to the
positions of President and Chief Executive Officer. The Executive will perform
those duties and discharge those responsibilities as are commensurate with his
position, and as the Board of Directors may from time to time reasonably direct,
that are commensurate with his position. The Executive agrees to perform his
duties and discharge his responsibilities in a faithful manner and to the best
of his ability and to use all reasonable efforts to promote the interests of the
Corporation. The Executive may not accept other gainful employment except with
the prior consent of the Board of Directors of the Corporation. With the prior
consent of the Board of Directors of the Corporation, the Executive may become a
director, trustee or other fiduciary of other corporations, trusts or entities.
Notwithstanding the foregoing, the Executive may manage his passive investments
and be involved in charitable, civic and religious interests so long as they do
not materially interfere with the performance of the Executive's duties
hereunder.
3. COMPENSATION.
(a) During the term of the Executive's employment under this
Agreement, the Executive will receive a base salary at the rate of Four Hundred
Thousand ($400,000.00) Dollars per year, payable in equal bi-weekly
installments. On an annual basis, the Compensation Committee of the Board of
Directors will, in good faith, review the base salary of the Executive to
consider appropriate increases (but not decreases) in the base
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salary. If the Executive dies during the period of time of his service under
this Agreement, service for any part of the month of his death will be
considered service for the entire month.
(b) During the term of the Executive's employment under this
Agreement, the Executive will be eligible to receive an annual cash incentive
from the Corporation as determined by the Board of Directors. The annual cash
incentive plan for 2001 is attached hereto as Exhibit 3(b). Notwithstanding
anything herein to the contrary, the Executive is hereby guaranteed to receive a
minimum cash incentive of $50,000 for the year 2001.
(c) As of the Effective Date, the Executive shall receive
400,000 stock options with respect to the Corporation's common stock. The price
of the options will be the closing share price of the Corporation's common
stock, as reported by the New York Stock Exchange, as of the Effective Date or
if there is no closing price for that date, then on the next business day on
which such closing price is reported. The options will vest in accordance with
the vesting schedule set forth in Exhibit 3(c).
(d) The Corporation will deduct or withhold from all salary
and incentive payments, and from all other payments made to the Executive
pursuant to this Agreement, all amounts that may be required to be deducted or
withheld under any applicable Social Security contribution, income tax
withholding or other similar law now in effect or that may become effective
during the term of this Agreement.
4. OTHER BENEFITS AND TERMS. During the term of the
Executive's employment under this Agreement, the Executive will be entitled to
the following additional benefits:
(a) The Executive will be entitled to participate in, the
Corporation's health and medical benefit plans, any pension, profit sharing and
retirement plans, and any insurance policies or programs from time to time
generally offered to all or substantially all executive employees who are
employed by the Corporation. These plans, policies and programs are subject to
change at the sole discretion of the Corporation.
(b) The Executive will also receive the following:
(i) Life insurance benefits will be provided at an
amount not less than three times base salary
(subject to a physical examination);
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(ii) Disability insurance in an amount equal to
two-thirds anticipated total annual cash
compensation;
(iii) Executive Supplemental Medical Plan which will
provide up to $10,000.00 per year in supplemental
medical and dental coverage for items not covered
under other CTG medical and dental plans or HMOs
(but not including voluntary cosmetic surgery);
(iv) Travel insurance with aggregate coverage inclusive
of the insurance provided under the Corporation's
American Express card program, in an amount equal
to four times base compensation;
(v) Reimbursement of up to $4,000.00 per year for
personal tax advice;
(vi) Participation in the Corporation's Deferred
Compensation Plan subject to the contribution rates
as determined by the Compensation Committee; and
(vii) Annual luncheon club dues.
5. VACATIONS. The Executive will be entitled to five weeks of
paid vacation and nine paid holidays each year. Unused vacation in any year may
not be carried over to subsequent years.
6. REIMBURSEMENT FOR EXPENSES. The Corporation will reimburse
the Executive in accordance with its expense reimbursement policy for expenses
that the Executive may from time to time reasonably incur on behalf of the
Corporation in the performance of his responsibilities and duties.
7. PERIOD OF EMPLOYMENT . Subject to the provisions of this
Section, the period of employment of the Executive under this Agreement will
begin on the Effective Date and shall continue until either party provides 60
days prior written notice to the other party that it desires to terminate the
Executive's employment.
Notwithstanding the foregoing:
(a) The Executive's employment will automatically terminate if
the Corporation believes it has Cause, the Executive believes he has Good Reason
or upon the death or Disability of the Executive.
(b) In the event the Executive's employment is terminated for
any reason, the Executive shall resign on the date of such termination of
employment from any and all positions he may have as a director of the
Corporation and its subsidiary corporations. The Executive understands and
agrees that the Corporation shall be entitled to have such equitable relief,
including the right to specific performance, to enforce the provisions of this
paragraph.
Any notice of termination of employment given by a party must
specify the particular termination provision of this Agreement relied upon by
the party and must set forth in reasonable detail the facts and circumstances
that provide a basis for the termination.
8. INDEMNIFICATION. The Corporation agrees that if the
Executive is made a party, or is threatened to be made a party, to any action,
suit or proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he is or was a director, officer or
employee of the
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Corporation or is or was serving at the request of the Corporation as a
director, officer, member, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether or not the basis of such Proceeding
is the Executive's alleged action in an official capacity while serving as a
director, officer, member, employee or agent, the Executive shall be indemnified
and held harmless by the Corporation to the fullest extent legally permitted or
authorized by the Corporation's certificate of incorporation or bylaws or
resolutions of the Corporation's Board of Directors or, if greater, by the laws
of the State of New York, against all cost, expense, liability and loss
(including, without limitation, attorney's fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by the Executive in connection therewith, and such
indemnification shall continue as to the Executive's heirs, executors and
administrators. The Corporation also agrees that if the Executive is made a
party, or is threatened to be made a party, to any action, suit or proceeding by
reason of the termination of his employment with his prior employer or his
accepting employment with the Corporation, he shall be indemnified and held
harmless by the Corporation against all cost, expense, liability and loss
(including attorney's fees) reasonably incurred or suffered by the Executive in
connection therewith.
9. BENEFITS UPON TERMINATION. The Corporation will provide the
following benefits upon the termination of the Executive's employment with the
Corporation.
(a) UPON TERMINATION BY THE CORPORATION OTHER THAN FOR CAUSE
OR BY THE EXECUTIVE WITH GOOD REASON. Upon the Executive's termination of his
employment for Good Reason or the Corporation's termination of the Executive's
employment for other than Cause, the Corporation will provide, in exchange for
the Executive signing a mutually acceptable release agreement, the following:
(i) SALARY AND MEDICAL BENEFITS. The Executive will
receive his full salary and fringe benefits through the
effective date of termination together with any unpaid
incentive for a prior period that is then due and owing to the
Executive. Commencing with the day after the effective date of
termination and for one year thereafter (the "Post-Termination
Period"), the Executive will receive an amount equal to the
average of the "annual total compensation" paid to the
Executive in the prior three years (which shall include the
current year) or lesser period of time if applicable. Such
amount shall be paid in 26 consecutive bi-weekly installments
in accordance with the Corporation's payroll period. For
purposes of this paragraph 9, the term "annual total
compensation" shall mean only the base cash compensation paid
to the Executive only in his capacity as President and Chief
Executive Officer in bi-weekly amounts plus any cash incentive
compensation actually paid to the Executive during such three
year period. Such term shall not include any other form of
compensation or benefit paid or provided to the Executive.
During the Post-Termination Period, the Executive shall
continue to receive medical and dental benefits pursuant to
such plans as are in effect on the date of termination of
employment.
(ii) ACCRUED VACATION. The Executive will receive
payment for accrued but unused vacation, which payment will be
equitably prorated based on the period of active employment
for that portion of the fiscal year in which the Executive's
termination of employment becomes effective. Payment for
accrued but unused vacation will be payable in one lump sum in
the next payroll period following the date of termination of
employment.
(b) UPON TERMINATION BY THE EXECUTIVE ABSENT GOOD REASON OR
BY THE CORPORATION FOR CAUSE. Upon the Executive's termination of employment
absent Good Reason or by the Corporation for Cause, the Corporation will provide
the following:
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(i) SALARY. The Executive will receive only his
bi-weekly salary and fringe benefits through the effective
date of termination together with any unpaid incentive for a
prior period that is then due and owing to the Executive.
(ii) ACCRUED VACATION. The Executive will receive
payment for accrued but unused vacation, which payment will be
equitably prorated based on the period of active employment
for that portion of the fiscal year in which the Executive's
termination of employment becomes effective. Payment for
accrued but unused vacation will be payable in one lump sum in
the next payroll period following the date of termination of
employment.
(c) UPON TERMINATION FOR DEATH OR DISABILITY. Upon termination
of the Executive's employment because of Disability, the Corporation will
provide the amounts provided for in paragraph 9(a) above.
(d) UPON TERMINATION FOLLOWING A CHANGE IN CONTROL. Upon the
Executive's termination of employment by the Corporation without cause or the
Employee's termination with good reason which, in either case, occurs in
contemplation of or following a change in control, the Corporation will provide
the Executive compensation and benefits under any change in control agreement
entered into with the Executive.
(e) DETERMINATION OF DISABILITY. Any question as to the
existence of a physical or mental condition which would give rise to the
Disability of the Executive upon which the Executive and the Corporation cannot
agree will be determined by a qualified independent physician selected by the
Executive and reasonably acceptable to the Corporation (or, if the Executive is
unable to make a selection, the selection of the physician will be made by any
adult member of his immediate family). The physician's written determination to
the Corporation and to the Executive will be final and conclusive for all
purposes of this Agreement.
(f) CONTINUATION OF HEALTHCARE COVERAGE. For purposes of COBRA
continuation healthcare coverage, the "qualifying event" will be deemed to have
occurred on the effective date of termination of the Executive's employment.
10. CONFIDENTIALITY\ASSIGNMENT OF RIGHTS. During the course of
his employment, the Executive will have access to confidential information
relating to the lines of business of the Corporation, its trade secrets,
marketing techniques, technical and cost data, information concerning customers
and suppliers, information relating to product lines, and other valuable and
confidential information relating to the business operations of the Corporation
not generally available to the public (the "Confidential Information"). The
parties hereby acknowledge that any unauthorized disclosure or misuse of the
Confidential Information could cause irreparable damage to the Corporation. The
parties also agree that covenants by the Executive not to make unauthorized use
or disclosures of the Confidential Information are essential to the growth and
stability of the business of the Corporation. Accordingly, the Executive agrees
to the confidentiality covenants set forth in this Section.
The Executive agrees that, except as required by his duties
with the Corporation or as authorized by the Corporation in writing, he will not
use or disclose to anyone at any time, regardless of whether before or after the
Executive ceases to be employed by the Corporation, any of the Confidential
Information obtained by him in the course of his employment with the
Corporation. The Executive shall not be deemed to have violated this Section 10
by disclosure of Confidential Information that at the time of disclosure (a) is
publicly available or becomes publicly available through no act or omission of
the Executive, or (b) is disclosed as required by court order or as otherwise
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required by law, on the condition that notice of the requirement for such
disclosure is given to the Corporation prior to make any disclosure.
The Executive agrees that since irreparable damage
could result from his breach of the covenants in this Section, in addition to
any and all other remedies available to the Corporation, the Corporation will
have the remedies of a restraining order, injunction or other equitable relief
to enforce the provisions thereof. The Executive consents to jurisdiction in
Erie County, New York on the date of the commencement of any action for purposes
of any claims under this Section. In addition, the Executive agrees that the
issues in any action brought under this Section will be limited to claims under
this Section, and all other claims or counterclaims under other provisions of
this Agreement will be excluded.
The Executive hereby sells, assigns and transfers to the
Corporation all of his right, title and interest in and to all inventions,
discoveries, improvements and copyrightable subject matter (the "rights") which
during the term of the Executive's employment are made or conceived by him,
alone or with others and which are within or arise out of any general field of
the Corporation's business or arise out of any work he performs or information
he receives regarding the business of the Corporation while employed by the
Corporation. The Executive shall fully disclose to the Corporation as promptly
as available all information known or possessed by him concerning the rights
referred to in the preceding sentence, and upon request by the Corporation and
without any further remuneration in any form to him by the Corporation, but at
the expense of the Corporation, execute all applications for patents and for
copyright registration, assignments thereof and other instruments and do all
things which the Corporation may deem necessary to vest and maintain in it the
entire right, title and interest in and to all such rights.
11. NON-COMPETITION. In consideration of the compensation and
other benefits to be paid to the Executive under and in connection with this
Agreement, the Executive agrees that, beginning on the Effective Date of this
Agreement and continuing until the Covenant Expiration Date (as defined in
Subsection (b) below), he will not, directly or indirectly, for his own account
or as agent, employee, officer, director, trustee, consultant, partner,
stockholder or equity owner of any corporation or any other entity (except that
he may passively own securities constituting less than 1% of any class of
securities of a public company), or member of any firm or otherwise, (i) engage
or attempt to engage, in the Restricted Territory (as defined in Subsection (d)
below), in any business activity which is directly or indirectly competitive
with the business conducted by the Corporation or any Affiliate at the Reference
Date (as defined in Subsection (c) below), (ii) employ or solicit the employment
of any person who is employed by the Corporation or any Affiliate at the
Reference Date or at any time during the six-month period preceding the
Reference Date, except that the Executive will be free to employ or solicit the
employment of any such person whose employment with the Corporation or any
Affiliate has terminated for any reason (without any interference from the
Executive) and who has not been employed by the Corporation or any Affiliate for
at least 6 months, (iii) canvass or solicit business in competition with any
business conducted by the Corporation or any Affiliate at the Reference Date
from any person or entity who during the six-month period preceding the
Reference Date was a customer of the Corporation or any Affiliate or from any
person or entity which the Executive has reason to believe might in the future
become a customer of the Corporation or any Affiliate as a result of marketing
efforts, contacts or other facts and circumstances of which the Executive is
aware, (iv) willfully dissuade or discourage any person or entity from using,
employing or conducting business with the Corporation or any Affiliate or (v)
intentionally disrupt or interfere with, or seek to disrupt or interfere with,
the business or contractual relationship between the Corporation or any
Affiliate and any supplier who during the six-month period preceding the
Reference Date shall have supplied components, materials or services to the
Corporation or any Affiliate.
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Notwithstanding the foregoing, the restrictions imposed by
this Section shall not in any manner be construed to prohibit, directly or
indirectly, the Executive from serving as an employee or consultant of the
Corporation or any Affiliate.
For purposes of this Agreement, the following terms have the
meanings given to them below:
a. "AFFILIATE" means any joint venture, partnership or
subsidiary now or hereafter directly or indirectly owned or controlled by the
Corporation. For purposes of clarification, an entity shall not be deemed to be
indirectly or directly owned or controlled by the Corporation solely by reason
of the ownership or control of such entity by shareholders of the Corporation.
b. "COVENANT EXPIRATION DATE" means the date which is one (1)
year after the Termination Date (as defined in this Section).
c. "REFERENCE DATE" means (A) for purposes of applying the
covenants set forth in this Section at any time prior to the Termination Date,
the then current date, or (B) for purposes of applying the covenants set forth
in this Section at any time on or after the Termination Date, the Termination
Date.
d. "RESTRICTED TERRITORY" means anywhere in the world where
the Corporation or any Affiliate conducts or plans to conduct the Business or
any other business activity, as the case may be, at the Reference Date.
e. "TERMINATION DATE" means the date of termination of the
Executive's employment with the Corporation; PROVIDED, HOWEVER, that the
Executive's employment will not be deemed to have terminated so long as the
Executive continues to be employed or engaged as an employee or consultant of
the Corporation or any Affiliate, even if such employment or engagement
continues after the expiration of the term of this Agreement, whether pursuant
to this Agreement or otherwise.
12. SUCCESSORS. This Agreement is personal to the Executive
and may not be assigned by the Executive other than by will or the laws of
descent and distribution. This Agreement will inure to the benefit of and be
enforceable by the Executive's legal representatives or successors in interest.
Notwithstanding any other provision of this Agreement, the Executive may
designate a successor or successors in interest to receive any amounts due under
this Agreement after the Executive's death. If he has not designated a successor
in interest, payment of benefits under this Agreement will be made to his wife,
if surviving, and if not surviving, to his estate. A designation of a successor
in interest must be made in writing, signed by the Executive, and delivered to
the Employer pursuant to Section 16. Except as otherwise provided in this
Agreement, if the Executive has not designated a successor in interest, payment
of benefits under this Agreement will be made to the Executive's estate. This
Section will not supersede any designation of beneficiary or successor in
interest made by the Executive or provided for under any other plan, practice,
or program of the Employer.
This Agreement will inure to the benefit of and be binding
upon the Corporation and its successors and assigns. The Corporation will
require any successor (whether direct or indirect, by acquisition
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of assets, merger, consolidation or otherwise) to all or substantially all of
the operations or assets of the Corporation or any successor and without regard
to the form of transaction used to acquire the operations or assets of the
Corporation, to assume and agree to perform this Agreement in the same manner
and to the same extent that the Corporation would be required to perform it if
no succession had taken place. As used in this Agreement, "Corporation" means
the Corporation and any successor to its operations or assets as set forth in
this Section that is required by this clause to assume and agree to perform this
Agreement or that otherwise assumes and agrees to perform this Agreement.
13. FAILURE, DELAY OR WAIVER. No course of action or failure
to act by the Corporation or the Executive will constitute a waiver by the party
of any right or remedy under this Agreement, and no waiver by either party of
any right or remedy under this Agreement will be effective unless made in
writing.
14. SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such a manner as to be enforceable under
applicable law. However, if any provision of this Agreement is deemed
unenforceable under applicable law by a court having jurisdiction, the provision
will be unenforceable only to the extent necessary to make it enforceable
without invalidating the remainder thereof or any of the remaining provisions of
this Agreement.
15. NOTICE. All written communications to parties required
hereunder must be in writing and (a) delivered in person, (b) mailed by
registered or certified mail, return receipt requested, (such mailed notice to
be effective 4 days after the date it is mailed) or (c) sent by facsimile
transmission, with confirmation sent by way of one of the above methods, to the
party at the address given below for the party (or to any other address as the
party designates in a writing complying with this Section, delivered to the
other party):
If to the Corporation:
Computer Task Group, Incorporated
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: General Counsel
Telephone: 000-000-0000
Telecopier: 000-000-0000
If to the Executive:
Xxxxx X. Xxxxx
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Telephone: 000-000-0000
16. MISCELLANEOUS. This Agreement may not be amended, modified
or terminated orally or by any course of conduct pursued by the Corporation or
the Executive, but may be amended, modified or terminated only by a written
agreement duly executed by the Corporation and the Executive and is binding upon
and inures to the benefit of the Corporation and the Executive and each of their
respective heirs, representatives, successors and assignees, except that the
Executive may not assign any of his rights or obligations pursuant to this
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Agreement. Except as otherwise provided in this Agreement, this Agreement
constitutes the entire agreement between the Corporation and the Executive with
respect to the subject matter of this Agreement, and supersedes all oral and
written proposals, representations, understandings and agreements previously
made or existing with respect to such subject matter.
17. TERMINATION OF THIS AGREEMENT. This Agreement will
terminate when the Corporation has made the last payment provided for hereunder;
provided, however, that the obligations set forth under Sections 8, 9, 10 and 11
of this Agreement will survive any termination and will remain in full force and
effect.
18. MULTIPLE COUNTERPARTS. This Agreement may be executed in
one or more counter parts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Any party may
execute this Agreement by facsimile signature and the other party shall be
entitled to rely on such facsimile signature as evidence that this Agreement has
been duly executed by such party. Any party executing this Agreement by
facsimile signature shall immediately forward to the other party an original
page by overnight mail.
19. GOVERNING LAW. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of New York
without reference to principles of conflict of laws.
20. REPRESENTATION BY EXECUTIVE. The Executive represents to
the Corporation that he is not subject to any agreement between him and any
other person, firm or organization that prevents or restricts in any way his
ability to provide services to the Corporation pursuant to this Agreement or
that would otherwise be violated by the performance of his obligations under
this Agreement. The Executive understands and agrees that a breach of this
representation shall be considered to be a material breach of this Agreement and
shall be grounds for immediate termination of employment and shall be treated in
the same manner as termination for Cause.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.
Computer Task Group, Incorporated Executive
By: By:
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Xxxxxxxx X. Xxxxx Xxxxx X. Xxxxx
Chairman
EXHIBIT 3(b)
INCENTIVE
Incentive: Targeted incentive @100% of plan = $300,000
-------------------- ----------------- ------------------- --------------------- -------------------------
% OF BASE
BASE TARGET % OF PLAN TOTAL INCENTIVE TOTAL COMPENSATION
-------------------- ----------------- ------------------- --------------------- -------------------------
$400,000 @75% 50% $200,000 $600,000
-------------------- ----------------- ------------------- --------------------- -------------------------
$400,000 @100% 75% $300,000 $700,000
-------------------- ----------------- ------------------- --------------------- -------------------------
$400,000 @125% 100% $400,000 $800,000
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Guaranteed Total Incentive Compensation of $50,000 for year 2001
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Incentive target will be based on a combination of revenue and EPS, or other business critical values the
Compensation Committee may determine
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EXHIBIT 3(c)
STOCK OPTIONS
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200,000 shares @ market at Effective Date - vesting 25% per year
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100,000 shares @ market at Effective Date - effective when stock is above $12 for 30 days:
minimum time from date of employment one year - vesting 25%/year over four
years
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100,000 shares @ market at Effective Date - effective when stock is above $18 for 30 days;
minimum time from date of employment two years - vesting 25%/year over four
years
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Above will cover 2001's options. Subsequent grants may be made at the discretion of Compensation Committee
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