Exhibit 10.13
December 31, 2003
Xxxxx X. Xxxxxxxx
[Home address]
Re: Special Bonus
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Dear Xxx:
This letter will confirm our agreement concerning the payment to you of a
special bonus for your efforts related to the Company's acquisition of On-Site
Media, Inc. ("On-Site").
In connection with the signing of a definitive agreement relating to the
acquisition of On-Site on November 25, 2003 (the "Merger Agreement"), you will
be paid a bonus equal to $354,817, plus a tax-gross up payment equal to
$243,702. Immediately following the closing of the transactions contemplated by
the Merger Agreement, you will be paid an additional bonus of $364,527, plus a
tax-gross up payment of $275,069, in each case subject to applicable withholding
taxes. You will not be entitled to the payments referred to in the preceding
sentence if (i) the closing does not occur for any reason, or (ii) prior to the
closing, your employment with the Company terminates for any reason, other than
a termination "without cause" as defined in Section 5(d) of the Amended and
Restated Employment Agreement between you and the Company dated January 5, 2000
(the "Employment Agreement").
You agree and acknowledge that neither the consummation of the transactions
contemplated by the Merger Agreement, including the issuance of Company shares
and warrants pursuant thereto, nor the subsequent conversion of such warrants
into shares, will result in a "Change in Control" as that term is defined in the
Employment Agreement, and that the provisions of Section 12 of the Employment
Agreement (including, without limitation subsections (b), (c) and (g) thereof)
do not and will not apply in connection with the acquisition and related events.
Sincerely,
Cotelligent, Inc.
By: /s/ Xxxxxx Xxxxxx
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ACCEPTED AND AGREED
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
