Letter Agreement for Promotion to Chief Financial Officer between Catalytica Energy Systems Inc. and Robert W. Zack
Catalytica Energy Systems Inc. is promoting Robert W. Zack to Chief Financial Officer, effective April 1, 2003. Under this agreement, Mr. Zack will receive a new annual salary of $184,000, a 15% increase, and be granted options for 85,000 shares, subject to a standard four-year vesting schedule. He will also be eligible for an annual bonus target of 25% and an annual option target of 8,000 shares. All compensation terms are subject to approval by the company's Compensation Committee.
Exhibit 10.42
Letter Agreement with Robert W. Zack dated February 6, 2003.
1388 N. Tech Boulevard
Gilbert, AZ 85233
MEMORANDUM
| To: | Rob Zack | |
| From: | Mike Murry | |
| Date: | February 6, 2003 | |
| Subject: | Promotion to Chief Financial Officer |
I am very pleased to offer you the position of Chief Financial Officer for Catalytica Energy Systems Inc., effective April 1, 2003. As we discussed, this is an extremely critical position, one in which you can make a major contribution. I know you are capable of providing the financial, strategic and executive leadership that CESI needs at this stage of its development.
This memo is to confirm that your new salary will be $15,333 per month, which annualizes to $184,000. This reflects a 15% increase in salary.
In addition, you will be granted options in the amount of 85,000 shares of Catalytica Energy Systems, Inc. These options will be granted in conjunction with the 2003 Annual Grant to employees and will be priced on the date of the grant. They will be subject to the standard 4-year vesting schedule.
Rob, effective April 1, 2003, your new grade level will be E3. At this level, you are eligible for an annual bonus target of 25% and annual option target of 8000 shares. As an Officer of CESI, your compensation (salary, bonus and options) is subject to approval by the Compensation Committee and may vary from these targets.
Congratulations! I look forward to working with you in this new position.
