Employment Offer Letter between American Capital Access Service Corporation and Stephen Cooke (General Counsel)

Summary

American Capital Access Service Corporation offers Stephen Cooke the position of General Counsel for American Capital Access Holdings Limited and its subsidiaries. The agreement outlines an annual salary of $250,000, stock options vesting over three years, a one-time $50,000 payment after 90 days of employment, and eligibility for a merit bonus equal to 100% of base salary. Employment is contingent on proof of work eligibility and passing a drug screening. The offer must be accepted by March 18, 2003.

EX-10.6 17 file010.htm OFFER OF EMPLOYMENT

  Exhibit 10.6 March 17, 2003 Stephen Cooke 289 Pacific Street Brooklyn, NY 11201 [Logo Omitted] Dear Stephen: I am pleased to extend an offer of employment by American Capital Access Service Corporation to act as General Counsel of American Capital Access Holdings Limited and its subsidiaries (ACA). Your compensation will be as follows: o $250,000 per annum, payable bi-weekly in accordance with ACA's payroll schedule; and o Options for 0.40% of ACA common stock on a fully diluted basis to be vested over a three-year period as defined in ACA's Omnibus Incentive Compensation Plan (please see the attached schedule that sets forth a range of potential values for your options, subject to the caveat that there can be no assurance that any value will accrete to your options or, if valuable, when you may realize any such value). o A one time payment in the amount of $50,000 will be paid 90 days from the date of the commencement of your employment, contingent only on your continued employment on that date. In addition, you will be eligible to receive a merit bonus award, in accordance with ACA guidelines, based on corporate as well as individual performance, subject to the approval of the Board of Directors. Your bonus this year will equal 100% of your base salary and will be payable on or before March 2004. You will report to the undersigned in his capacity as the Chief Executive Officer. This offer of employment is contingent upon the receipt of evidence of your eligibility to work in the United States, as well as satisfactory results from an ACA-arranged drug screening. Sincerely, /s/ Michael Satz - ---------------- Michael Satz Chief Executive Officer Cc: Mamie Chu  Director, Human Resources This offer expires at close of business on Tuesday, March 18, 2003. Please indicate your acceptance of our offer by signing and returning the original copy of this letter to my attention at your earliest convenience, retaining a copy for your records. A copy may be faxed to my attention at the following number: (212) 375-2322. Accepted: /s/ Stephen Cooke Date: 3/17/03 ----------------- ------- Stephen Cooke