EXHIBIT 10.42
TERMS OF EMPLOYMENT
FOR
XXXXXXX XXXXXXXXXX
APRIL 1, 2002 THROUGH MARCH 31, 2005
Position: Executive Vice President and Chief Financial Officer
Terms of Agreement: Three Years - April 1, 2002 through March 31, 2005
Annual Salary: YEAR ONE - 4/1/02 THROUGH 3/31/03 - Two Hundred
Twenty Five Thousand ($225,000) Dollars.
YEAR TWO - 4/1/03 THROUGH 3/31/04 - Two Hundred
Forty Five Thousand ($245,000) dollars.
YEAR THREE - 4/1/04 THROUGH 3/31/05 - Two Hundred
Sixty Five Thousand ($265,000) Dollars.
Each annual salary shall be paid in twenty-six (26)
equal installments for each year per usual payroll
practices of Main Street.
Annual Bonus: Bonus opportunity of $125,000, $135,000 and $145,000
for each of Years One, Two and Three, respectively,
based upon meeting or exceeding goals established by
the Board of Directors for each year. Company
financial goals for each year for your bonus
opportunity shall be the same as the financial goals
established for Xxxxxxx Xxxxxxx to qualify for
annual bonus opportunity.
Stock Options: 100,000 ten year options with vesting of 1/3 at time
of issuance of options; 1/3 in one year after
issuance; and the final 1/3 two years after
issuance. The option price for these 100,000 options
will be the closing market price of Main Street
stock on the date of issuance. In addition, another
50,000 ten year options will be issued three years
after your date of employment (with the option
exercise price being the closing market price of
Main Street stock on the date of issuance), with
vesting 1/3 one year after issuance; another 1/3 two
years after date of issuance; and the final 1/3
three years after issuance.
Fringe Benefits: Same as all corporate executives of Main Street,
except you will opt out of participation in Main
Street's medical and/or dental plans.
Severance and Change
Of Control Benefits: Twelve (12) months salary upon your death or
permanent disability (as reasonably determined by
Main Street) during the term of this Employment
Agreement or for any severance instituted by Main
Street (except for cause as reasonably determined by
Main Street). Eighteen (18) months salary for change
of control in which you are not offered the same or
better position with the same or better terms as are
set forth herein.
Reimbursement
For Company
Related Expenses: Full reimbursement for properly documented expenses.
Outside Business
Activities: You will be permitted to take on up to four Board of
Director opportunities or similar type engagements,
so long as such activities do not substantially
conflict with your ability to handle your Main
Street responsibilities as a Senior Officer in the
Company.
Report to: President and Chief Operating Officer
Direct Reports: Controller, Director, Information Systems; Financial
Planning and Budgeting; and Non-food Purchasing
