EXHIBIT 10.5
Aristotle Publishing, Inc.
October 6, 1999
Xxx Xxxxxx
00000 Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Dear Rob:
Aristotle Publishing, Inc. (the "Company") is pleased to offer you
employment on the following terms:
1. Position. You will serve in a full-time capacity as Chief Financial
Officer of the Company. You will report to Chief Executive Officer. By signing
this letter agreement, you represent and warrant to the Company that you are
under no contractual commitments inconsistent with your obligations to the
Company.
2. Salary. You will be paid a salary at the annual rate of $110,000,
payable in semi-monthly installments in accordance with the Company's standard
payroll practices for salaried employees. This salary will be subject to
adjustment pursuant to the Company's employee compensation policies in effect
from time to time. During your employment with the Company, you will also be
eligible to receive (i) a cash bonus of $10,000 in the event the Company equals
or exceeds its internal budgeted financial projections for the fourth fiscal
quarter of 1999, and (ii) a cash bonus of $15,000 in the event the Company
consummates a firmly underwritten initial public offering of the Company's
common stock, payable in accordance with the Company's bonus policies in effect.
After 90 days of continuous employment, you will be entitled to participate in
the Company's employee medical and other benefit plans and programs, subject to
the rules and regulations applicable thereto.
3. Stock Options. Subject to the approval of the Company's Board of
Directors or its Compensation Committee, I will recommend to the Board of
Directors that an option to purchase 52,147 shares of the Company's Common Stock
be granted to you. The exercise price per share will be equal to the fair market
value per share on the date the option is granted or on your first day of
employment, whichever is later (which I anticipate will be $2.75 per share). The
option will be subject to the terms and conditions applicable to options granted
under the Company's 1999 Stock Option Plan, as described in that Plan and your
stock option agreement. You will vest in 25% of the option shares after 12
months of service, and the balance will vest monthly over the next 4 years of
service, as described in the applicable stock option agreement.
4. Proprietary Information And Inventions Agreement. Like all Company
employees, you will be required as a condition to your employment with the
Company to sign the Company's standard Proprietary Information and Inventions
Agreement, a copy of which is attached hereto as Exhibit A.
5. Period Of Employment. Your employment with the Company will be "at
will," meaning that either you or the Company will be entitled to terminate your
employment at any time and for any reason, with or without cause. Any contrary
representations which may have been made to you are superseded by this offer.
This is the full and complete agreement between you and the Company on this
term. Although your job duties, title, compensation and benefits, as well as the
Company's personnel policies and procedures, may change from time to time, the
"at will" nature of your employment may only be changed in an express written
agreement signed by you and a duly authorized officer of the Company. If within
the first twelve (12) months of your employment with the Company, you are
terminated without cause, (i) you will be entitled to receive a pro rated
portion of your annual salary that you otherwise would have
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received had your employment not been terminated payable on a semi-monthly
installments in accordance with the Company's standard payroll practices for
salaried employees and (ii) 25% of your option shares will vest immediately and
you shall be entitled to exercise such options pursuant to the terms and
conditions applicable to options granted under the Company's 1999 Stock Option
Plan, as described in that Plan and your stock option agreement. Thereafter,
your option shares shall no longer vest and you shall not be entitled to
exercise any additional options. Prior and as a condition to the receipt of any
severance benefits or acceleration of option shares contemplated above, you will
execute a release for the benefit of the Company, its directors, officers,
agents and affiliates satisfactory to the Company and in compliance with
applicable law.
6. Outside Activities. While you render services to the Company, you will
not engage in any other gainful employment, business or activity without the
written consent of the Company. While you render services to the Company, you
also will not assist any person or organization in competing with the Company in
preparing to compete with the Company or in hiring any employees of the Company.
For the period of one year after your employment, you shall not enter into or
engage generally in direct competition with the Company or its subsidiaries
anywhere in the United States in the business of operating, creating, designing,
programming, marketing or selling political products, professional campaign
services, campaign software, advertising, or databases derived from registered
voter lists, whether for your own business or for any other person or entity,
including, specifically, but not limited to, any competitor, client, or former
client of the Company, or any governmental entity.
7. Withholding Taxes. All forms of compensation referred to in this
letter are subject to reduction to reflect applicable withholding and payroll
taxes.
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8. Entire Agreement. This letter and the Exhibit attached hereto contain
all of the terms of your employment with the Company and supersede any prior
understandings or agreements, whether oral or written, between you and the
Company.
9. Amendment And Governing Law. This letter agreement may not be amended
or modified except by an express written agreement signed by you and a duly
authorized officer of the Company. The terms of this letter agreement and the
resolution of any disputes will be governed by the laws of the District of
Columbia.
We hope that you find the foregoing terms acceptable. You may indicate your
agreement with these terms and accept this offer by signing and dating both the
enclosed duplicate original of this letter and the enclosed Proprietary
Information and Inventions Agreement and returning them to me. As required by
law, your employment with the Company is also contingent upon your providing
legal proof of your identity and authorization to work in the United States.
We look forward to having you join us on November 1, 1999.
If you have any questions, please call me at (000) 000-0000.
Very truly yours,
Aristotle Publishing, Inc.
By: /s/ Xxxx X. Xxxxxxxx
______________________________
Name: Xxxx X. Xxxxxxxx
Title: Chief Executive Officer
I have read and accept this employment offer:
/s/ Xxx Xxxxxx
__________________________________
Name: Xxx Xxxxxx
Dated: October 10, 1999
___________________________
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Exhibit A
Form of Proprietary Information and Inventions Agreement
[see Exhibit 10.13]
