1
EXHIBIT 10.28
[UOL LOGO]
PUBLISHING, INC.
December 18, 1997
0000 Xxxxxxxxxx Xxxxx
Suite 500
McLean, VIRGINIA 22102
VOICE: 000-000-0000
FAX: 000-000-0000
XXX.XXX.XXX
Xx. Xxxxxxx Xxxxxxxx
0000 Xxxxx Xxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Dear Xxxx:
This letter serves to confirm your employment arrangement with UOL Publishing,
Inc. ("UOL"). We have agreed that you will remain in your current role as Chief
Financial Officer of UOL until February 28, 1998. Commencing on March 1, 1998
you will be employed by XXX as senior financial adviser at an annual salary of
$40,000. Your stock options will continue to be exercisable until three months
after the termination of your employment with XXX.
While assisting us on a part-time basis as senior financial adviser after
February 28, 1998, you will work no more than ten hours per week. In addition,
as senior financial adviser, you will continue to be included in all UOL paid
employment benefit plans including health, dental, life, short and long term
disability, flexible spending and 401(k).
We will review your employment status on September 1, 1998. If, however, after
February 28, 1998 and before September 1, 1998 XXX decides to terminate your
employment, you will receive COBRA payments until December 1, 1998 and your
incentive stock options will be exercisable until December 1, 1998.
In addition, per our understandings, you have received a $25,000 bonus for your
involvement in the preparation of UOL's secondary offering documents. You will
receive an additional $75,000 bonus for your participation in a successful
convertible debt or equity (private or public) offering that closes on or before
June 30, 1998, payable upon closing of such transaction.
2
Finally, you will be entitled to receive any 1997 or Quarter 1, 1998 (pro rated
for two months) incentive compensation earned by you (in accordance with your
existing employment agreement) while you are employed as the Chief Financial
Officer of UOL.
Please sign below to accept this arrangement.
Sincerely,
/s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
President
Accepted:
/s/ Xxxxxxx X. Xxxxxxxx 12/18/97
----------------------- --------
Xxxxxxx X. Xxxxxxxx Date
