EXHIBIT 10.26
August 28, 1997
Xx. Xxxxxxxxxxx Xxxxxxx
c/o Boron, XxXxxx & Associates, Inc.
00-00 Xxxxx 000 Xxxxx
Xxxx Xxxx, XX 00000
Re: Employment Agreement (the "Agreement") dated December 4, 1996 by and
between Xxxxxxxxxxx Xxxxxxx ("Xxxxxxx") and Boron, XxXxxx &
Associates, (the "Company"); Non-Competition Agreements dated December
4, 1996 between Xxxxxxx and the Company (the "Non-Competition
Agreement"); and Restricted Stock Agreement dated December 4, 1996
between Xxxxxxx and the Company (the "Restricted Stock Agreement")
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Dear Xxxxx:
Reference is made to the Agreement, the Non-Competition Agreement and the
Restricted Stock Agreement. Capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Agreement.
Effective as of September 15, 1997, you have ceased to be an employee of
the Company and you hereby confirm your resignation as an officer of the
Company, including as Executive Vice President Sales and Operations. In
connection therewith, you and the Company agree that you will be entitled to
compensation in accordance with and as if your employment terminated under
Section 6(d) of the Agreement. From and after September 15, 1997 until
September 15, 1998, you will serve as a consultant to the Company. In such
capacity, you shall provide such advisory, consultative and appropriate special
services in connection with the business of the Company as may be reasonably
requested by the Chief Executive Officer of the Company (the "CEO"), including
assisting the Company in (i) pursuing merger and acquisition activities,
including identifying potential acquisition candidates, and (ii) maintaining its
client relationship with clients specified by the CEO. You agree to provide
such services during normal business hours and at such times and places as are
reasonably acceptable to both parties. The Company will not exercise
supervision over you in the performance of any such services, nor will the
Company require compliance with
orders or instructions as to how such services are to be performed. In your
capacity as a consultant, you will be an independent contractor and will have no
authority, executive or otherwise, in the affairs of the Company. The term of
your engagement as a consultant to the Company may be extended by the mutual
consent of you and the Company.
You will be paid $150,000 per annum (in periodic installments in accordance
with the Company's usual practice for its executive officers) for your services
as a consultant to the Company, and you will be reimbursed for all reasonable
business expenses incurred by you in connection with your service as a
consultant to the Company. Notwithstanding the prior sentence, you will be paid
at a rate of $265,000 per annum until the closing of the Stock Redemption (as
hereinafter defined). Your medical and dental coverage will continue until
September 15, 1998, at which time you will have the opportunity to complete the
necessary forms for COBRA coverage. Other than as set forth above, you will
receive no compensation from the Company for your services as a consultant or
under the Agreement.
The term of the non-competition proscriptions contained in Section 1 of the
Non-Competition Agreement shall be amended to be through the period ended
September 15, 1999.
Upon the earlier to occur of (i) December 15, 1997 or (ii) the consummation
of the Company's initial public offering of stock (the "IPO"), you agree to
promptly sell to the Company and the Company agrees to promptly purchase from
you, at a purchase price of $8.00 per share (subject to appropriate adjustment
to reflect any stock split, stock dividend or similar event), the 450,000 shares
of Common Stock and 250,000 shares of Class A Common Stock of the Company
currently owned by you ($12.00 per share for 466,666 shares after the
consummation of the contemplated two-for-three reverse stock split) (the "Stock
Redemption"). The purchase price shall be paid in full in immediately available
funds at the closing of the Stock Redemption.
Except as amended by this letter, all other provisions of the Agreement,
the Non-Competition Agreement and the Restricted Stock Agreement shall remain in
full force and effect and be unmodified by this letter, with all provisions
being applied as nearly as possible to you in your new capacity as consultant to
the Company.
If you are in agreement with the foregoing, please execute one copy of this
letter on the "Agreed and Acknowledged" line below and return it to me.
Very truly yours,
BORON, XXXXXX & ASSOCIATES, INC.
/s/ Xxxxxxx X. XxXxxx
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Xxxxxxx X. XxXxxx
President and Chief Executive Officer
Agreed and Acknowledged:
/s/ Xxxxxxxxxxx X. Xxxxxxx
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Xxxxxxxxxxx Xxxxxxx
