Aether Systems, Inc. Employment and Change of Control Agreement with Frank Briganti
Aether Systems, Inc. confirmed Frank Briganti's promotion to President, Transportation & Logistics, with an annual salary of $170,000, eligibility for employee benefits, and an annual bonus based on agreed performance targets. He will have access to a company vehicle. If his employment ends due to a change in control, he will receive severance equal to his annual salary, and all previously granted equity awards will become fully exercisable. The agreement defines specific events that trigger these benefits, such as company sale, layoff, or merger. Mr. Briganti remains an at-will employee.
Exhibit 10.13
In May, 2002, Aether Systems, Inc. confirmed Frank Briganti’s promotion to President, Transportation & Logistics. As President, Mr. Briganti will receive an annual base salary of $170,000 and will be eligible to participate in Aether’s employee benefit plans. Mr. Briganti will also be eligible to receive an annual bonus in an amount tied to specific revenue growth and EBITDA objectives agreed upon between the parties. In addition, Mr. Briganti will have access to a vehicle owned and maintained by Aether.
The parties also agreed that Mr. Briganti will be entitled to receive severance in an amount equal to his base annual salary in the event he no longer serves as President of Aether’s Transportation segment as a direct result of a change in control. It is understood that a change in control would occur as the result of the sale of all or substantially all of the assets of Aether Systems Inc., or all or substantially all of the assets of Aether’s Transportation segment to one or more individuals, entities, or groups and, as a result, Mr. Briganti ceases to be employed by Aether and its subsidiaries (except if such termination results from his gross misconduct).
In addition, upon a triggering event, the parties agreed that all options, restricted stock and other equity instruments granted prior to July 31, 2002 and held by Mr. Briganti will become fully exercisable at the time of termination of his employment with Aether. The parties agreed that a “triggering event” will be defined as (i) a reduction in force or layoff at Aether Systems, Inc., if Mr. Briganti’s employment is terminated as part of such reduction or layoff, (ii) sale of all or substantially all of the assets of Aether Systems, Inc., or all or substantially all of the assets of Aether’s Transportation segment and, as a result Mr. Briganti ceases to be employed by Aether and its subsidiaries (except if such termination results from gross misconduct); (iii) complete or substantially complete dissolution or liquidation of Aether Systems, Inc. or Aether’s Transportation segment and, as a result Mr. Briganti ceases to be employed by Aether and its subsidiaries (except if such termination results from gross misconduct); (iv) any person or group acquires or attains ownership of more than 50% of the Aether’s outstanding common stock; (v) completion of a merger or consolidation of the Aether Systems, Inc. with or into any other entity unless Aether’s stockholders retain control of the new entity.
This agreement does not change Mr. Briganti’s status as an at-will employee.
