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EXHIBIT 10.11
LETTER AGREEMENT DATED MAY 1998 BY AND BETWEEN
THE COMPANY AND XXXXX X. XXXXXX
May 10, 1998
Xx. Xxxxx X. Xxxxxx
000 X. 00xx Xxxxxx Xxx. #000
Xxxxxx Xxxx, XX 00000
Dear Xxxxx:
We are pleased to offer you the position of Member of the Board of Directors of
C2i Solutions, Inc. ("C2i"). Your service would be subject to the approval of
the other directors and subsequent re-election at the annual shareholders'
meeting, the first of which will be held in a few months. You will perform
directors' functions including introductions, strategic planning, and would be
available for advice and consultation.
The following offer references the incentives you will be entitled to as a Board
Member and is contingent upon the approval by the Board of Directors and
Shareholders.
1. An option to purchase eighty-seven thousand five hundred (87,500)
shares of common stock with an exercise price equal to the market
value per share, on the date of grant, and vesting monthly in
1/48th monthly increments, over four years, with vesting
commencing on your initial election to the Board.
2. A referral fee of four and one-half percent (4.5%) for sales that
are consummated without an "RFP" process, for which you provided
the sales lead to C2i.
3. A referral fee of two percent (2%) for all sales that result from
an "RFP" process, for which you provided the sales lead to C2i.
4. Reimbursement of actual costs of air fare, lodging and meals for
all Advisors' and Board of Directors' meetings attended in person.
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The options will expire upon the earlier of ten (10) years from the date of
grant, or sixty (60) days following the conclusion of your service as a
director. All referral fees are payable within thirty (30) days after receipt of
payment by C2i from the customer.
If this offer is acceptable, please indicate your approval by signing below, and
return this document by FAX at 000-000-0000. We will then be in a position to
formally present your candidacy to the Board at the May 12th meeting.
I look forward to our dinner on May 11, 1998, at 6:30 p.m., at the NYAC, and a
long and mutually beneficial relationship. Your willingness to join us is
greatly appreciated.
Sincerely,
C2i Solutions, Inc. Accepted and Approved:
By: /s/ Xxxx Xxxxxxx Xxxxxx, Xx /s/ Xxxxx X. Xxxxxx
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Xxxx Xxxxxxx Xxxxxx, Xx. Xxxxx X. Xxxxxx
President & CEO
June 26, 1998
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