OptiMark, Inc. Executive Employment Letter Agreement with James Pak

Summary

This agreement outlines the terms of employment for James Pak as Executive Vice President of Strategic Development at OptiMark, Inc. It specifies his salary, benefits, eligibility for a stock option plan, and the at-will nature of his employment. The agreement also requires exclusivity of employment and execution of an additional Employee Agreement. Employment is set to begin on December 1, 2001, and can be terminated by either party at any time. The letter supersedes any prior agreements or promises regarding employment terms.

EX-10.41 14 ex10_41.txt EMPLOYEE LETTER AGREEMENT Exhibit 10.41 OPTIMARK OptiMark, Inc. 201 ###-###-#### phone 24th Floor ###-###-#### fax 10 Exchange Place Jersey City NJ 07302 www.optimark.com January 16, 2002 PERSONAL AND CONFIDENTIAL VIA FEDERAL EXPRESS - ------------------- Mr. James Pak 45 West 67th Street #9C New York, NY 10023 Dear Jim: Optimark, Inc. (the "Company") is pleased to offer you the position of Executive Vice President of Strategic Development. We are very enthusiastic about your joining the team, as we continue to build Optimark, Inc. In your role you will have a major impact on the success of this venture and the future of the corporation. Here are the terms of the offer: POSITION You will serve as Executive Vice of President Strategic Development and will work at the Company's New Jersey facility. You will be responsible for such duties as are normally associated with such position or as otherwise determined by the Board of Directors. SALARY AND BENEFITS As compensation for the services you provide the Company, you will be paid a base salary of one hundred and seventy five thousand dollars ($175,000.00) per annum, which will be payable in accordance with the Company's regular payroll practices. Also, you will (i) be eligible to participate in all employee benefits provided by the Company to its employees; (ii) receive three weeks vacation per year, which is earned pro-rata over the year; and (iii) receive 5 paid-time-off days (personal/sick) per year. You will also receive the same paid holidays as are observed by all of the Company's employees. INCENTIVE STOCK OPTION You will be eligible to participate in the "OptiMark Holdings, Inc. 2001 Series F Preferred Stock Plan" (the "Stock Plan"). Subject to the appropriate approvals, including approval of the Board of Directors, you will be granted an Incentive Stock Option to purchase 277,398 shares of Series F Preferred Stock of the Company's parent, OptiMark Holdings, Inc., (the "Stock"). The exercise price to purchase the Stock will be the fair market value of the Stock as of the date upon which you commence employment with the Company. The specific terms and conditions of your Incentive Stock Option to purchase shares of the Stock of the Company's parent, OptiMark Holdings, Inc., will be set forth in the "Stock Option Agreement" issued pursuant to the Stock Plan. The Stock Option Agreement will be executed after you commence your employment with the Company. AT-WILL EMPLOYMENT The relationship between you and the Company will be for an unspecified term and will be considered at will. No employment contract is created by the existence of any policy, rule or procedure in the Company's handbook, any document of the Company, or any verbal statements made to you by representatives of the Company. Consequently, the employment relationship between you and the Company can be terminated at will, either by you or the Company, with or without cause or advance notice. As we have discussed in the past, your employment with OptiMark may be for a relatively short period of time as it is OptiMark's and your intention for you to become employed by an entity that OptiMark controls, either directly or indirectly, in the very near future. However, the foregoing should not be construed as a guarantee of future or continued employment by OptiMark or any other entity. Mr. James Pak January 16, 2002 Page 2 EXCLUSIVITY Your employment with the Company is considered exclusive to the Company and, as a condition of your employment, we do not expect, nor will we allow, you to perform services for compensation for any third party. Your employment with the Company is also subject to and conditioned upon your execution of the Company's Employee Agreement. The employment terms in this letter and the Employee Agreement supersede any other agreements or promises made to you by anyone, whether oral or written, and comprise the final, complete and exclusive agreement between you and the Company. Please sign and date this letter and the Employee Agreement to indicate your acceptance of employment at the Company under the terms described above and return them to me in the enclosed Federal Express package. If you accept our offer, your employment with OptiMark, Inc. will be deemed to have commenced on December 1, 2001. We are very pleased to make you this offer and look forward to future success for you and for Optimark, Inc. If you have any questions regarding the offer set forth in this letter please contact me. I look forward to hearing from you soon. Very truly yours, Optimark, Inc. By: /s/ Robert Warshaw ------------------ Robert Warshaw Chief Executive Officer ACCEPTED BY: /s/ James Pak - -------------------------- James Pak Date: January 16, 2002