EXHIBIT 10.11
[Xxxx Xxxxxxx Corporation Letterhead]
January 10, 2003
Xxxxxx X. Xxxxx, Xx.
00 Xxxx 00xx Xxxxxx, Xxxxxxxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Dear Xxx:
As we have discussed, the attached binding term sheet sets forth the terms
of your employment with Xxxx Xxxxxxx Corporation. If the term sheet accurately
reflects our agreement, please sign two copies of this letter below and return
one of them to me.
Sincerely,
XXXX XXXXXXX CORPORATION
/s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
By: Xxxxxxx X. Xxxxxxx
Its: Chief Executive Officer
ACCEPTED AND AGREED
/s/ Xxxxxx X. Xxxxx, Xx.
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Xxxxxx X. Xxxxx, Xx.
XXXX XXXXXXX CORPORATION
TERMS OF EMPLOYMENT OF XXXXXX X. XXXXX, XX.
AS CHIEF FINANCIAL OFFICER
This binding term sheet is made and entered into by and between Xxxxxx X.
Xxxxx, Xx. and Xxxx Xxxxxxx Corporation on this 10th day of January 2003.
Start Date Not later than February 3, 2003, subject to reaching
an acceptable agreement with The Xxxxxxx Xxxxx Group,
Inc. regarding separation from that firm. Employment
with Xxxxxxx will not be terminated by Xxxxxxx prior
to July 31, 2004 other than for "Cause" (as defined
in the equity documentation) in order to preserve
vesting of Xxxxxxx Xxxxx equity awards through that
date.
Position and Location Chief Financial Officer, reporting directly to the
Chief Executive Officer and Xxxxxxx'x board of
directors. Work location will be Denver.
Salary Annual base salary at least $200,000, subject to
annual review by Xxxxxxx'x board of directors.
Equity Investment Opportunity to purchase up to $1,000,000 of fully
Opportunity vested Series B Preferred Stock at a purchase price
of $5.00 per share within 5 months following start
date.
Equity Awards - A "Tranche A option" to purchase up to
500,000 shares of Xxxxxxx common stock at
an exercise price of $6.50 per share. This
option will be an ISO to the extent not
limited by Internal Revenue Code Section
422(d), and will be documented in the same
manner as the Tranche A options currently
outstanding.
- A "Tranche B option" to purchase up to
650,000 shares of Xxxxxxx common stock at
an exercise price of $0.08824 per share.
This option will be an ISO to the extent
not limited by Internal Revenue Code
Section 422(d), and will be documented in
the same manner as the Tranche B options
currently outstanding.
- 400,000 shares of Xxxxxxx common stock
("Management Stock" as defined in the
Stockholders' Agreement), to be purchased
at a price of $0.08824 per share.
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Management Stock vesting will be on the same schedule
as current management (i.e., commencing January
2002). Vesting of options will commence on the "Grant
Date," which will be the same date as the start date
described above.
Benefits Eligible for all executive and employee benefits,
perquisites and bonus plans, including participation
in all health, life insurance, retirement plans and
any cash bonus programs, made available to other
senior executives of Xxxxxxx.
Xxxxxxx will pay any COBRA premiums for health
coverage during the period between departure from
Goldman and commencement of Xxxxxxx health benefits.
For a termination without Cause after July 31, 2004,
severance equal to the amount provided under any
severance plan or program adopted for senior
executives of Xxxxxxx.
Business Expenses Reimbursement by Xxxxxxx for all reasonable business
expenses incurred in connection with the performance
of duties as Xxxxxxx'x Chief Financial Officer,
including up to $15,000 for legal and other fees in
connection with the commencement of employment.
Relocation Expenses Reimbursement by Xxxxxxx for all reasonable
relocation expenses, not to exceed $300,000,
including (1) house-hunting trips (some with family),
(2) moving expenses, (3) any brokerage commissions,
state and city real estate transfer taxes, legal and
other fees incurred in connection with the sale of
current residence in New York City, and (4) through
July 31, 2003, cost of suitable temporary housing and
family-related air travel expenses. The benefits in
this paragraph will be provided in a manner that
causes no tax disadvantage, which may require Xxxxxxx
to pay "gross-up" payments (not included for purposes
of the above cap).
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