Exhibit 10.3 Employment Offer Letter
&nb sp; Exhibit 10.3
Employment Offer Letter
January 27, 2005
Richard Kent
1487 San Ines Way
Morgan Hill, CA 95037
Dear Rick,
It is with great pleasure that I extend to you an offer of employment with Sunrise Telecom. This offer letter will confirm the terms and conditions set forth for the position of Chief Financial Officer. Upon acceptance, please sign this letter and return via fax (408 ###-###-####) at your earliest convenience.
1. Starting Salary:
$17,750/month2. Start Date: See additional details below.
3. Expected Job Duties
Direct the corporation's accounting, financial control, financial reporting, management reporting, treasury, taxation, merger and acquisition, and investor relation activities.
4. Working Hours
Starting no later than 9:00 am daily.
5. Benefits
(per company policy)-100,000 shares of stock options to be issued at next meeting of the Compensation Committee of Board of Directors following date of hire.
-$10,000 sign-on bonus. Payment will occur on first pay date following date of hire.
-Bonus package will be constructed to feature a multiple of base pay commensurate with and otherwise similar to other Senior C level Executive Officers.
-10 paid holidays per year per company policy, 15 days of paid time off per year
-Medical, dental & vision insurance: 100% premium paid for employee, 50% premium paid for spouse and children
-Employee Stock Purchase Plan, Profit Sharing Plan, and 401(k) plan
-Others per employee handbook
6. Performance Review
Performance reviews are generally given every 6 months from date of hire.
7. Trial Period
(First 3 months of employment with a performance evaluation upon successful completion)Paid Personal Time Off (PTO) is not allowed, however, PTO hours are accrued normally.
8. Additional Details
-Rick to announce his resignation with his current employer on February 21, 2005 with an anticipated start date of March 1, 2005. Actual start date may be sooner, or March 14, 2005, at the latest.
-Sunrise Telecom, or representatives working on behalf of Sunrise Telecom, will not initiate contact with your current employer, Natural Selection Foods, LLC, until after February 21, 2005.
-Should your employment terminate due to a "Change in Control" of the company within twelve months after such "Change in Control", or as a part of a reduction in force of 5% or more of the domestic employee workforce, the following will apply:
2. You will receive a termination payment of up to $100,000. The payment would be paid in full upon termination if the termination occurs within one month following your start date, declining thereafter at the rate of 4,166.66 h per month until reaching zero on the second anniversary of your start date.
For purposes of this Offer Letter, a "Change in Control" is defined as the following:
(i) The consummation of a merger or consolidation of the company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who owned less than 10% of the Company immediately prior to such merger, consolidation or other reorganization;
(ii) The sale, transfer or other disposition of all or substantially all of the company's assets;
(iii) A change in the composition of the board of directors of the company, as a result of which fewer than one-half of the incumbent directors are directors who either (i) had been directors of the company on the date 24 months prior to the date of the event that may constitute a Change in Control (the "original directors") or (ii) were elected, or nominated for election, to the board with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved; or
(iv) Any transaction which results in the combination of Paul Chang, Paul Marshall, and Robert C. Pfeiffer holding less than 30% of the outstanding shares of the company.
A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the company's securities immediately before such transactions.
-You will activate your CPA status within one year from date of hire.
/s/ Paul A. Marshall | /s/ Richard Kent |
Paul A. Marshall, | Accepted by Richard Kent |
COO/Acting CFO | |
_________________ Start Date |
Sunrise Telecom Incorporated advises that conditions of employment may change from time to time without prior notice, and that any such changes could affect one or more of the above employment descriptions. Employment with Sunrise Telecom may be terminated by either Richard Kent or Sunrise Telecom for any reason at any time. Employment offer contingent upon verification of background as well as review by our Audit Partner and the Audit Committee Chairman. Offer expires February 1, 2005.