Ms. Xxxxxx Xxxxxxxx
000 Xxxxxxxxxx Xxxxxx
Xxxxxxx Xxxxx, XX 00000
Dear Xxxxxx:
This letter is intended to reflect your most recent discussions with Xxxx
XxXxxxxxx regarding your compensation package at TTM to ensure that we are in
agreement on the following terms. Please call to discuss or acknowledge your
agreement with your signature below and return the original.
I. TITLE: Chief Financial Officer
II. START DATE: Your official start date will be February 25, 2000.
However, during the interim period you will be expected to spend
50% of your work days at TTM according to a schedule to be
mutually agreed upon with TTM management. (Note, you will get
three weeks of vesting and year end bonus accrual for this interim
period.)
III. SALARY: Your starting base salary will be $160,000 per year, paid
semi-monthly as is consistent with TTM policy. Your salary will be
subject to annual review based upon performance.
IV. TARGET BONUS: As a member of the senior management team, you will
participate in the annual incentive cash compensation pool. The
amount of the bonus pool is subject to the financial performance
of the Company based on the 2000 budget submitted by management
and approved by the Board of Directors. If the overall targets of
the company are achieved, you will be eligible to receive a bonus
up to fifty percent (50%) of your base salary. The bonus pool is
determined by the financial levels achieved by the Company. Fifty
percent (50%) of your bonus is awarded based on your percentage of
the overall bonus pool for the Company, (25%) is subject to
achieving individual targets related to your job responsibilities
(cash management, payables, etc.) and twenty five percent (25%) is
discretionary as determined by the CEO and Board of Directors.
Bonuses are paid in March after a final determination of the
financial performance of TTM and are pro-rated for your period of
employment.
V. SIGNING BONUS: You will receive an initial signing bonus of
$20,000 upon joining TTM with an effective date of February 25,
2000. A portion of this signing bonus is designed to compensate
you for the work that you will be doing during the interim period
prior to officially joining TTM.
VI. OPTIONS: Your option package will equate to $330,000 of equity in
TTM Technologies, Inc. at the financial sponsor cost. Fifty
percent (50%) of the options are subject to an eight-year cliff
vesting, but they have the opportunity to accelerate based on
achieving designated IRR targets as calculated at the time of a
liquidity event for the sponsors. The remaining fifty percent
(50%) are time-vesting over a five-year period. Additionally, you
will have the opportunity to earn options that equate up to an
additional $120,000 of
equity (at the then current price) over a two-year period for
exceptional performance to be determined at the sole discretion of
the CEO and the Board of Directors.
VII. BENEFITS: You will participate in TTM's standard benefits
package, and can speak with TTM's director of human resources to
understand the specific program.
VIII. VACATION: You will receive a vacation package of four weeks
(20 days). You may not take this vacation at a time deemed
detrimental to the company and you make not take any more than
two weeks at one time.
IX. SEVERANCE: Given that you are joining TTM during a period of
significant merger discussions with "Cascade" Corporation, TTM
will provide you with the following severance package to protect
you against unforeseen circumstances. If the merger is
consummated during calendar year 2000 and you are given an
opportunity to assume the CFO position and choose not to assume
the CFO position in the new entity for whatever reason, you will
be paid $50,000 in a single lump-sum payment, or, if your services
are no longer required and your employment is terminated without
cause, you will be paid $150,000 in a single lump-sum payment. If
the merger is consummated after calendar year 2000, and if your
termination of employment is without cause or demonstrably arises
from the Cascade transaction or some other transaction which is
consummated after calendar year 2000, you will receive continued
payments of your then-current base rate salary until the earlier
of six months following your termination of employment or until
you find another job. No payments of severance will be made under
this provision until you shall have executed a release in form and
substance satisfactory to the company then employing you and any
applicable release revocation period shall have expired.
X. AT-WILL EMPLOYMENT: Your employment with TTM will be "at-will",
subject only to the provisions in section IX of this offer letter.
This is the full and complete agreement between you and TTM
regarding this term of your employment. During your employment
with TTM, you will be expected to devote your full business time,
attention and energies to the performance of your duties with TTM.
While this letter is meant to outline our understanding with respect
to your employment, it is not an employment contract. Upon joining
TTM, you will execute all appropriate agreements.
I look forward to working together.
Best Regards,
/s/ Xxxx Xxxxx
Xxxx Xxxxx
Chief Executive Officer
CC: Xxxx Xxxxxxxx
Xxxx Xxxxx
Xxxx XxXxxxxxx
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Xxxx Xxxxxxxxx
Received and Acknowledged:
/s/ Xxxxxx Xxxxxxxx
----------------------------------
Xxxxxx Xxxxxxxx
Dated as of February 25, 2000
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