Letter Agreement Regarding Success Bonus for Joseph A. Vincent upon Change of Control

Summary

This agreement between Joseph A. Vincent and the Company provides that if a change of control occurs within the next year, Mr. Vincent will receive a one-time cash bonus equal to 50% of his annual base salary. The bonus is contingent on his continued employment through the closing of the transaction or if he is terminated without cause within three months prior to the change of control. The agreement does not alter any other compensation or severance terms and supersedes previous documents about the success bonus.

EX-10.E 7 y58349ex10-e.txt LETTER AGREEMENT EXHIBIT 10(e) September 20, 2001 Mr. Joseph A. Vincent 25 Sheffield Circle Stratford, CT 06614 Dear Joe: Reference is made to the Employment Agreement, as amended to date, between you and the Company (the "Agreement"). In the event of a Change of Control of the Company (as that term is defined in the Agreement), within the next year (a "Transaction"), the Company will pay you a one-time bonus equal to 50% of your annual base salary (the "Success Bonus.") The Success Bonus will be paid in consideration of your continued employment through the date of the closing of the Transaction and the extraordinary services that you will be asked to provide the Company prior to that date. (The Success Bonus will also be paid if your employment is terminated by the Company within three months prior to the Transaction for any reason other than Cause, as that term is defined in the Agreement.) The Success Bonus will be payable in cash on the date of the closing of the Transaction and will not change your rights and obligations under the Agreement or any other agreement you may have with the Company regarding compensation or severance. This letter supersedes any prior letter or other document between you and the Company relating to the Success Bonus. We appreciate your continued and loyal service to the business. Sincerely, Thomas M. Patton President and COO ACCEPTED: /s/ Joseph A. Vincent - --------------------------- Joseph A. Vincent Page 20 of 50