Pinpoint Recovery Solutions Corp.
0000
X.
Xxxxxxx Xxxxxx
Xxxxx,
XX
00000
October
26, 2007
Xx.
Xxx
Xxxxxx
00
Xxxxxxxxxx Xxxxxx
Xxxxxxxxx,
Xxx Xxxx 00000
Dear
Xx.
Xxxxxx:
This
letter confirms our understanding with respect to your employment by Pinpoint
Recovery Solutions Corp. (“Pinpoint”) as Pinpoint’s chief financial officer. In
such capacity, you shall report directly to Pinpoint’s chief executive officer
or to such other
person as the chief executive officer or the board of directors of Pinpoint
shall determine
to be appropriate.
You
will
initially be employed for the period beginning as of November 1, 2007 and ending
on January 31, 2008 (the “Initial Term”). During the Initial Term, you will be
expected
to devote such amount of time to Pinpoint’s affairs as is necessary to properly
perform the services expected in exchange for your services as chief financial
officer of Pinpoint,
and you shall be paid at the rate of $8,333 per month in accordance with
Pinpoint’s customary compensation policies, but in any event not less frequently
than twice monthly. During the Initial Term you will not be eligible for or
provided with medical,
dental or any other benefits other than reimbursement in accordance with
company
policy of expenses incurred on behalf of Pinpoint
If
at the
end of the Initial Term you continue to serve as Pinpoint’s chief financial
officer,
unless otherwise agreed and set forth in a written agreement, you will be paid
an annual
salary of $140,000, be granted options to purchase up to an aggregate of 25,000
shares of Pinpoint’s common stock at an exercise price per share of $3.00,
subject to applicable
law and the terms of Pinpoint’s stock option plan then in effect and otherwise
as
the
board of directors may determine, and be eligible to participate in such
medical, dental
and other benefit plans as are made available to Pinpoint’s executive
officers.
Unless
otherwise agreed in writing, your employment by Pinpoint both during the
Initial
Term and thereafter shall be on an at-will basis and, accordingly, nothing
in
this letter
shall entitle you to employment by Pinpoint either during the Initial Term
or
thereafter.
The
parties hereto hereby irrevocably agree to the exclusive venue and personal
and
subject matter jurisdiction of the federal and state courts sitting in the
County of New York,
State of New York, hereby waive any right they may have to a jury trial and
any
claim
of
inconvenient forum, and hereby consent to receiving service of process by U.S.
mail
or
overnight courier to their respective addresses set forth above. This letter
agreement: (i) sets forth the entire agreement of the parties hereto with
respect to its subject
matter and supersedes any and all other prior and contemporaneous agreements.
express
or implied, written or oral, and may not be assigned by either party without
the
prior
written consent of the other; (ii) may be amended, and any term or condition
hereof waived,
only in a writing signed by the party to be held thereto; (iii) shall be
governed by the
laws
of the State of New York without giving effect to its conflicts of laws
provisions;
(iv) shall inure to the benefit of and be enforceable by the heirs, executors,
administrators,
legal representatives, successors, and permitted assigns of the parties
hereto;
and (v) is for the benefit of the parties hereto alone and no other person
shall
have any
rights. interest or claims hereunder or be entitled to any benefits under or
on
account of this
Agreement as a third party beneficiary or otherwise.
Since
you
will be serving as an executive officer of Pinpoint and may serve in a
similar
capacity for other entities owned by Pinpoint, Pinpoint will (a) indemnify’ you
to the fullest extent permitted under Delaware law, (b) advance all expenses
incurred by you in defending any action or proceeding to which you become a
party by reason of the fact that
you
were or arc a director or officer of Pinpoint or any such other company to
the
fullest
extent permitted under Delaware law, and (c) purchase and maintain for the
benefit
of executive directors and officers of Pinpoint liability insurance policies
and
errors
and omissions insurance policies in reasonable amounts from established and
reputable
insurers
If
this
letter accurately sets forth your agreement with Pinpoint with respect to your
employment by Pinpoint, kindly indicate by signing below and returning one
(1)
original
to Pinpoint at the address above.
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Very
truly yours,
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By:
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Xxxxx
Xxxxxxx, President
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Agreed
to by:
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Xxx
X. Xxxxxx
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