Exhibit 10.1
COMPENSATION AGREEMENT
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This Compensation Agreement (the "Agreement") is entered into as of, July
31, 1999, by and between FieldWorks, Incorporated, a Minnesota corporation (the
"Company"), and Xxxxx X. Xxxxxxxx.
WHEREAS, effective July 31, 1999, Xx. Xxxxxxxx intends to resign as Chief
Executive Officer of the Company and to turn over those responsibilities to Xx.
Xxxxx Xxxx.
NOW, THEREFORE, in recognition of the contribution he has made as Chief
Executive Officer and as a retainer for him to remain available on a limited
basis to consult with management, the Company and Xx. Xxxxxxxx agree to the
following compensation for Xx. Xxxxxxxx:
1. Payment of $100,000 payable by the Company as follows:
a.) $25,000 payable $10,000 on 12/31/99 and equal monthly
installments of $5,000 for the period 1/1/00 through
3/31/00.
b.) $75,000 payable in equal monthly payments of $2,083.34 for
the period 1/1/00 through 12/31/02.
2. Purchase by the Company of a $1,000,000 split-dollar life insurance
policy on Xx. Xxxxxxxx'x life at available standard rates, whose
benefit will be directed to Xx. Xxxxxxxx'x estate. Purchase of the
policy is contingent upon closing on subordinated notes by October 15,
1999.
3. Non-Incentive stock option grant of 140,000 shares with an exercise
price equal to $1.25, the closing price per share on July 30, 1999.
These options are granted under the 1994 Long-Term Incentive Stock
Option Plan, will have a term of 7 years and will vest 100%
immediately upon grant.
4. Non-Incentive Stock Option grant of 10,000 shares under the 1996
Director's Option Plan. These options are granted upon re-election to
the Board of Directors at the 1999 Annual Shareholders Meeting. These
options will have an exercise price of $2.188, the closing price on
the date of the meeting, will vest 100% on 11/18/99 and will have a
term of 10 years.
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IN WITNESS WHEREOF, the Compensation Committee of the Board of Directors of the
Company and Xx. Xxxxxxxx have executed this Agreement as of the date set forth
in the first paragraph.
FieldWorks, Incorporated
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx
Director
By /s/ Xxxxxxx X. York
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Xxxxxxx X. York
Director
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