October 27, 2006
EXHIBIT 10.9
October 27, 2006
Xx. Xxxxx Xxxxx
0000 Xxx Xxxx Xxxxx
Xxxx Xxxxxx, XX 00000
0000 Xxx Xxxx Xxxxx
Xxxx Xxxxxx, XX 00000
Dear Xxxxx:
You are entering into an Employment Agreement dated as of October 27, 2006 to serve as the Chief
Executive Officer and President of MSX International, Inc. (the “Company”) As we have
discussed, given the Company’s current refinancing issues, it would be very difficult to construct
an Equity Incentive Program that would provide a meaningful incentive and return to you. We wish
to confirm in writing to you our discussions regarding an Equity Incentive Plan. Upon completion
of a successful refinancing of the Company’s debt, the Company’s Board of Directors will develop
and implement, in consultation with you, an Equity Incentive Plan designed to provide you value of
$5,000,000.00 with potential for further upside in equity value (to be mutually defined by the
parties) upon a successful exit in a normal 3 to 5 year timeframe, and that is structured in a
manner that is tax efficient for the participants in such plan. We also agree that any stock or
stock units issued to you will have a four-year vesting period, with such vesting to be accelerated
upon a change of control (to be mutually defined by the parties) of the Company, and such stock or
stock units will be issued to you on such other terms as are reasonably acceptable to you.
We look forward to your joining MSX International, Inc. and are excited about all that you bring to
the Company.
Very truly yours,
Xxxxxxx X. Xxxxxxxxx
Partner
Partner