May 26, 1999
Xx. Xxxx Xxxxxxx
Xxxxxxxx.xxx, Inc.
0000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
Dear Xxxx
The following, including the attached Non-Competition Agreement
(Exhibit "A") will set forth our agreement in connection with the termination of
your current employment agreement and your continued employment as an employee
at will at xxxxxxxx.xxx:
1. Position: Executive Vice President, Xxxxxxxx.xxx and President,
CDG.
2. Effective Date: April 1, 1999
3. Base Annual Salary: $200,000
4. Car Allowance: $500 per month
5. 1998 Bonus: $100,000
6. 1999 Bonus: Executive shall be paid bonuses as determined from
time to time by the Board. The Executive will be assigned a
target award, representing a percentage of his Base Salary
(representing not less than 35% nor more than 100% of his Base
Salary) ("Target Award"). The Executive's bonus will be
determined by multiplying the Target Award by a percentage
reflecting the financial performance of the Company ("Percent of
Target Award Earned"). The amount of any bonus payable to the
Executive shall be determined as promptly as practicable after
the determination of the Company's financial performance for the
year, but in any event such payment will be made not later than
30 days after the Company's receipt of consolidated audited
financial statements, if audited, or if not audited, not later
than April 30 of such year.
7. 401k Program: Standard eligibility for participation under the
plan terms
8. Vacation: Three weeks annually
9. Insurance: Standard benefits available to all employees.
Xxxxxxxx.xxx will contribute the HMO health and DMO dental rate
toward the premium for your insurance benefits, any upgrades or
dependent coverage will be your responsibility.
10. Stock Options: 15,000 stock options, vesting 20% annually, at a
strike price of $30.00 per share pursuant to the Company's Stock
Option Plan and form of Stock Option Agreement currently in
effect.
11. By your signature below, you acknowledge that this agreement
replaces your former Employment Agreement, dated the 28 day of
January, 1998 and a copy of which is attached as Exhibit "B",
and that all of the obligations of Xxxxxxxx.xxx thereunder have
either been satisfied or, as to future obligations, shall be and
are hereby released and of no further force and effect.
12. A copy of the current Xxxxxxxx.xxx Employee Handbook currently
in effect.
If the above offer is acceptable to you, please so indicate by
executing below and returning a copy of this letter for our files. We are
excited about having you continue with us at xxxxxxxx.xxx and look forward to
working with you for many years to come.
Sincerely,
/s/ XXXX XXXXXX
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XXXX XXXXXX
Chairman and CEO
I hereby acknowledge and accept the above terms and conditions this _____ day of
May, 1999
/s/ XXXX XXXXXXX
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XXXX XXXXXXX
