Exhibit 10.127
March 9, 1999
Xx. Xxxxxxx X. Xxxx, Xx.
Chief Executive Officer
CHI Energy, Inc.
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Re: Position of Interim Chief Executive Officer and
Chairman of the Board of Directors
-----------------------------------------------
Dear Xxxxxxx:
This letter confirms the terms pursuant to which you have agreed to serve as the
Chairman of the Board of Directors and interim Chief Executive Officer of CHI
Energy, Inc. (the "COMPANY").
Service
You agree to perform such services, duties and responsibilities consistent with
your position and as may be reasonably delegated to you by the Board of
Directors of the Company (the "BOARD"). You further agree to devote your full
working time and efforts, to the best of your ability and experience, to the
performance of your services, duties and responsibilities. You agree to be
available to perform such services for a period of three months, commencing on
March 10, 1999, and thereafter, on an at-will basis, as you and the Company may
agree.
Board Membership
You will remain a member of the Board. However, the Company will suspend any
director's fees that otherwise would be paid to you so long as you are the
interim Chief Executive Officer.
Compensation
The Company will pay a cash lump sum equal to $86,169.21 on or about March 15,
1999.
During your service as the interim Chief Executive Officer, the Company will pay
you a monthly base salary of $15,000.
Xx. Xxxxxxx X. Xxxx, Xx.
March 9, 1999
Page 2
Stock Options
Promptly upon your commencement of service as the interim Chief Executive
Officer, the Company will grant you non-qualified stock options under the
company's 1997 Stock Option Plan to purchase 60,000 shares of the Company's
Class A Common Stock at an exercise price of $10 per share. The options will
immediately vest upon your commencement as interim Chief Executive Officer.
Expense Reimbursement; Lodging and Automobile
The Company will pay or reimburse you for all reasonable and necessary expenses
incurred in carrying out your duties and responsibilities as the interim Chief
Executive Officer in accordance with the Company's business expense Policy in
effect from time to time, which shall include round-trip, first-class travel
expenses to the Company's principal office in Stamford, Connecticut, from
Florida incurred by you or your spouse, provided that such round-trip travel
does not exceed five times per month in the aggregate.
Since the Company will require you to perform your duties and responsibilities
at the Company's principal office and your service with the Company as the
interim Chief Executive Officer will be on a temporary basis , the Company will
make available for your use appropriate lodging, as well as an automobile, in
Stamford, Connecticut.
Employee Benefit Plans and Programs
You hereby decline participation and coverage under the Company's employee
benefit plans and programs.
This letter sets forth the terms of your service with the Company and supersedes
any prior understandings, representations or agreements, whether oral or
written. If the terms set forth herein are acceptable to you, please countersign
and date below, and return a copy of this letter to me at your earliest
convenience.
Xx. Xxxxxxx X. Xxxx, Xx.
March 9, 1999
Page 3
As you know, I'm looking forward to working with you.
Sincerely,
Xxxxxx X. Xxxxx
AGREED AND ACCEPTED:
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Xxxxxxx X. Xxxx, Xx.
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Date
cc: Xxxxx Xxxxxxx
Xxxxx Xxxxxxxxx
Xxxx Xxxxx
Xxxxxxxx Xxxxx
99026-Xxxxxxx Xxxx
