February 12, 1998
VIA HAND DELIVERY
Xx. Xxxxx Xxxxxxx
00 Xxxxxxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
Re: Employment with Spectrum Information Technologies, Inc.
("Spectrum")
Dear Xxxxx,
I am writing to confirm our agreement that Spectrum has
offered and you have accepted employment as Vice President -
Marketing commencing on February 27, 1998 (the "Start Date") on
the following terms. You will be paid in accordance with
Spectrum's regularly scheduled payroll a base salary of
$125,000.00 per annum. You will be eligible for a bonus in an
amount up to 50% of your base salary based on your satisfactory
completion of mutually defined performance objectives for the
fiscal year ended March 31, 1999. In addition, subject to
ratification by the Compensation Committee of Spectrum's Board of
Directors, you will be awarded an option to purchase 10,000
shares of Spectrum Common Stock to vest in equal quarterly
installments during the fiscal years ended March 31, 1999 and
2000, respectively, and an additional option to purchase 10,000
shares of Spectrum Common Stock based on the achievement of
mutually defined performance objectives during such years. You
will be entitled to a severance payment of (3) month's base
salary in the event that your employment is terminated for any
reason other than just cause, which for purposes of this
agreement shall be defined as dishonesty, willful misconduct,
gross negligence or failure to discharge fully and faithfully and
to the best of your ability the duties imposed on you.
As Vice President - Marketing, you will be required to
attend and participate in meetings of Spectrum's Board of
Directors as directed by Spectrum's Chief Executive Officer.
Generally, your performance will be reviewed on each anniversary
of your Start Date, however, your initial performance review will
be held six (6) months from your Start Date. Upon achievement of
a satisfactory initial performance review, based on mutually
defined performance objectives, you will be recommended for
appointment as an executive officer of Spectrum.
Additionally, you are entitled to receive any and all
benefits generally available to Spectrum executives. These
benefits include: Medical, Dental, Life, Dependent Life,
Accidental Death and Dismemberment, Short and Long Term
Disability and participation in a 401(k) plan. These benefits,
other than the 401(k) plan, are available on the first of the
month following 60 days of employment. The 401(k) plan becomes
available with the first payroll following 6 months of
employment.
As a condition of your employment, you agree to abide by
Spectrum's rules and policies that are in place and as may be
adopted from time to time, copies of which are enclosed.
Xx. Xxxxx Xxxxxxx
February 12, 1998
Page 2
You represent to Spectrum that your execution and
performance of this agreement does not and will not conflict or
violate any agreement by which you are bound.
Nothing contained herein shall be construed to make your
employment other than terminable at will by you or Spectrum.
If the foregoing accurately reflects our agreement, please
so indicate in the space designated below.
Sincerely,
Xxxxxx X. Xxxxxxx
Chief Executive Officer
Accepted and Agreed:
/s/ Xxxxx Xxxxxxx 2/12/98
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Xxxxx Xxxxxxx Date
