Employment Terms Agreement for Sidney W. Emery, Jr. as President and CEO

Summary

This agreement outlines the employment terms for Sidney W. Emery, Jr. as President and Chief Executive Officer, including a $300,000 annual salary, eligibility for incentive bonuses, stock options, and restricted stock grants. Emery receives deferred compensation, standard employee benefits, a monthly business allowance, insurance, and moving cost reimbursement. Stock and restricted stock vesting is accelerated in the event of termination without cause or a change of control. The agreement specifies key compensation and benefit details for Emery's executive role.

EX-10.S 4 mts025996_ex10s.txt TERMS OF EMPLOYMENT - EMERY EXHIBIT 10.s Pursuant to Item 601(b)(10)(iii)(B) of Regulation S-K, the following is a written description of the terms of employment of Sidney W. Emery, Jr., pursuant to an offer letter dated March 3, 1998: Title: President and Chief Executive Officer. Base Salary: $300,000 per year. Annual Incentive Bonus: Eligible for incentive bonuses under the MTS Management Variable Compensation ("MVC") Plan. Pro rated for first fiscal year 1998 with pay-out to be the greater of (on a pro rated basis) (a) what would have been paid to the former CEO for fiscal 1998 or (b) $150,000. Stock Options: Five-year options to purchase 120,000 shares on start date, vesting over three years. Vesting of not less than 50% if terminated other than for cause. Vesting of 100% upon a change of control. Restricted Stock: 24,000 shares of restricted 100% vested after three years. If terminated prior to the end of the three-year period other than for cause, vests one-third for each completed year of service, but not less than 50%. Vesting of 100% upon a change of control. Deferred Compensation: $20,000.00 contribution to deferred compensation per fiscal year. Employee Benefits: Eligible to participate in all employee benefits available to U.S. employees. Other: Business allowance of $525 per month, plus insurance. Reimbursement of certain moving costs. 1