Stellar Technologies, Inc. Change in Control Severance Letter Agreement

Summary

This agreement from Stellar Technologies, Inc. outlines the rights of an employee if their employment or service is terminated by the company (or its subsidiaries) for any reason other than cause. If terminated, the employee will receive a specified number of months of base salary, immediate vesting of all stock options under the company's 2005 Stock Incentive Plan, and continued health insurance coverage for a set period. These benefits are contingent upon the employee signing a general release in favor of the company.

EX-10.5 6 p413790_ex10-5.txt EXHIBIT 10.5 Exhibit 10.5 STELLAR TECHNOLOGIES, INC. 7935 Airport Pulling Road, Suite 201 Naples, Florida 34109 [___________________] RE: Change in Control Dear [__________________________]: This letter shall set forth certain of your rights and obligations in the event that your employment or service to the Company or any of our subsidiaries is terminated by the Company for any reason other than for "Cause", as that term is defined in the Stellar Technologies, Inc. 2005 Stock Incentive Plan (the "Plan"). Specifically, if your employment or other service to the Company or any of our subsidiaries is terminated by the Company for any reason other than for "Cause", the Company shall: (i) Pay you an amount equal to _________ months base salary, less all required deductions; (ii) Cause all options issued to you under the Plan to become immediately vested and exercisable in full and may be exercised at any time prior to two years after such termination and before the date the option terminates; and (iii) Continue to provide health insurance to you and your dependants for ____ months. The foregoing shall be paid or provided to you, as applicable, if and only if you execute and deliver to the Company a general release in favor of the Company and our subsidiaries in form and substance acceptable to the Company. If you have any questions regarding the above, please call me directly at ###-###-####. Very truly yours, STELLAR TECHNOLOGIES, INC. By: ------------------------------------ Mark Sampson Chief Executive Officer