EXHIBIT 10.1
NEXTERA ENTERPRISES, INC.
January 9, 2003
Mr. Xxxxx Xxxxxxxxx
Chairman and Chief Executive Officer
Nextera Enterprises, Inc.
0000 Xxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
Dear Xxxxx:
In our conversation the other day, we agreed to proceed as follows with
respect to your Employment Agreement dated October 25, 2000:
1. You will resign your positions as Chairman, Director and Chief
Executive Officer on a date to be designated by the Company between
now and the end of February.
2. You will be paid your base compensation pursuant to your Employment
Agreement on a monthly basis through the first anniversary of the
date of your resignation. The monthly payments will be continued on
the Company payroll system consistent with past practices.
3. Your Initial Options, Additional Options, and Special Options as
defined in the Employment Agreement will become vested and
exercisable according to the terms of the Employment Agreement and
Option Agreements referred to therein.
4. You will agree to make a reasonable effort to be available as a
consultant with the Company as requested by the Management Committee
through August 31, 2003, provided: 1) that this does not interfere
with your employment arrangements with a new employer or with your
search for new employment; 2) that consulting fees are paid monthly
at an hourly rate based on your current annual salary plus expenses;
and 3) that the requested tasks are in line with those expected of a
senior executive. Said commitment to consult with the Management
Committee will not exceed 10 hours per month. If you are requested
to do additional consulting or other work by the Company, you may be
compensated pursuant to a separate agreement to be negotiated at
that time.
Mr. Xxxxx Xxxxxxxxx
Chairman and Chief Executive Officer
Nextera Enterprises, Inc.
January 9, 2003
Page 2
5. Except as otherwise expressly provided herein, all of your expense
reimbursements and other benefits will terminate upon the date of
your resignation. The Company will cooperate with you with respect
to continuation of medical coverage under COBRA at your expense.
6. The press release announcing your resignation will state that you
have decided to resign to pursue other opportunities and will
include an expression of gratitude on behalf of the Company for your
significant contributions to Nextera, including that under your
leadership the Company successfully completed its transformation and
returned to profitability. The Company will give you a copy of the
press release announcing your resignation in a timely manner to
allow you to comment upon said press release. The Company will use
its reasonable best efforts in good faith to incorporate any
reasonable comments you have may have to the press release.
7. The above will be in lieu of notification by the Company of early
termination pursuant to Section 3.5 of the Employment Agreement. All
other provisions of the Employment Agreement not addressed herein
(including without limitation Sections 7.1.3, 7.5.1, 11.1.4, and 19
thereof) and the Non-Compete, Non-Solicitation, Proprietary
Information, Confidentiality and Inventions Agreements shall remain
in effect in accordance with the terms of said agreements.
8. The Company acknowledges that you are owed a bonus for your 2002
performance in the minimum amount of $275,000. This minimum amount
will be paid to you upon your termination date with any remaining
amounts due to be paid within two weeks of the completion of the
2002 audit.
9. The Company agrees that within ten (10) business days of your
termination date, you will be paid for all accrued but unused
vacation days to which you are entitled (not to exceed sixteen (16)
days) and that within fifteen (15) days after the termination date
you will be paid for all unreimbursed expenses, pursuant to the
usual rules and procedures of the Company.
Mr. Xxxxx Xxxxxxxxx
Chairman and Chief Executive Officer
Nextera Enterprises, Inc.
January 9, 2003
Page 3
10. You agree to return to or purchase from the Company within fifteen
(15) days of your termination date any computer equipment and other
assets of the Company that are in your possession.
Please sign this letter where indicated and return it to me and I will
present this matter to the Board of Directors of the Company for final approval.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx,
Member of the Board of Directors
of Nextera Enterprises, Inc.
The above is agreed to:
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
