Arctic Inc. Employment Offer Letter to Stan F. Stoudenmire for Senior Vice President, CFO Position

Summary

This letter is an employment offer from Arctic Inc. to Stan F. Stoudenmire for the role of Senior Vice President and Chief Financial Officer, starting May 10, 1999, with a base salary of $150,000 per year and eligibility for a $35,000 annual bonus based on performance. The offer includes stock options or restricted stock with a defined vesting schedule, benefits, and severance terms. Employment is at-will, and Mr. Stoudenmire must sign confidentiality and non-competition agreements. If terminated without cause or after a change of control, certain accelerated vesting and severance provisions apply.

EX-10.10 12 ex-10_10.txt EXHIBIT 10.10 EXHIBIT 10.10 May 6, 1999 Mr. Stan F. Stoudenmire 9140 Nesbit Lakes Drive Alpharetta, GA 30022 Dear Stan: I am pleased to offer you the position of Senior Vice President, Chief Financial Officer of Arctic Inc., the new corporation ("the Company") being formed from Frontec AMT. in making this offer, I am expressing my enthusiastic support for your leadership skills and abilities, You bring an extraordinary capability to this Company that is essential in achieving our goals, both short and long term. In addition, we expect that your bass of experience and contacts Will enable you to significantly impact and influence the overall organization and strategic direction of the company. The purpose of this letter is to detail the terms of your employment. - - JOB TITLE; Senior Vice President, Chief Financial Officer responsible the overall financial well being of the company, - - STARTING DATE: Monday, May 10, 1999. - - SALARY; $150,000 per year, payable monthly, according to the compensation plan of the Company. - - BONUS., In addition to your base compensation, you will participate in an annual incentive bonus program under which you will be entitled to earn targeted incentive compensation of $35,000 upon achievement of your plan at the completion of your first year of employment. The Company's Board of Directors will base this incentive portion of your compensation upon the satisfaction of certain performance goals that will be determined by me and subject to approval. - - STOCK: You will be given the opportunity to purchase 255,000 shares in the form of stock options or restricted stock available for purchase. If you choose to purchase the stock, the Company will loan you the money at a market rate of interest. The exercise price of the options or the purchase price of the restricted stock will be the fair market price of the common shares as determined by the Board of Directors, which is currently $0.25 per Mr. Stan F. Stoudenmire May 6, 1999 Page 2 of 4 share. These restricted shares or options will be subject to the following vesting schedule. 26,250 shares will vest immediately upon beginning employment and 26,250 will vest on your first anniversary date of employment and the remaining shares will vest at the rate of 5,625 shares per month over the succeeding 36 months subject to your continued employment, It is agreed that an excellerated vesting plan will be established based on metrics to be described in your employment contract with a cap of an additional one-fourth percent (1/4%) based on the then current fair market price, In addition, you will be eligible to be granted additional shares at some time in the future, based upon achievement of company milestones to be determined by the Board and me. In the event you are involuntarily terminated by the Company Without "Cause" (as defined below) or if a "Change of Control" (as defined below) occurs, in either case prior to six (6) months after the commencement of your employment with the Company, one-half (1/2) of your restricted stock or options will immediately become vested. If at any time following the six month anniversary of your employment a it change of control" occurs where you are not offered the opportunity to remain employed as the Senior Vice President, Chief Financial Officer of the Artic Division, or a comparable position, the vesting schedule for your shares will be accelerated so that one-half (1/2) of your non-vested shares would vest immediately upon "change of control." In all other cases your shares will vest as outlined in the previous paragraph. For the purpose of this letter agreement, "Change of Control" shall mean the occurrence of the following event: the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company's assets. - - BENEFITS: The Company will provide you and your family major medical, dental, 401 (k), etc. benefits as commonly provided to all Company employees, and your rights under such benefit plans will be determined under the provisions of such plans. You will be subject to the Company's standard vacation and sick leave policies, and if for any reason you need additional time, it will be negotiated and subject to approval by the Company's Board of Directors. - - CONFIDENTIAL INFORMATION: As an employee of the Company, you will have access to confidential information. Moreover, you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interest of the Company, we will ask that you sign the Company's standard Nondisclosure and Developments Agreement and non-competition agreement as conditions of your employment. We wish to impress upon you that we do not wish you to Mr. Stan F. Stoudenmire May 6, 1999 Page 3 of 4 bring with you any confidential or proprietary material of any former employer or to violate any other obligation to your former employers. - - EMPLOYMENT AT WILL: Your employment with the Company is "at will", meaning you are not obligated to remain employed at the Company for any specific period of time. Likewise, the Company is not obligated to employ you for any specific period. In the event the Company terminates your employment without "cause," as defined below, or your employment is terminated as a result of disability as determined by the Board of Directors, then upon execution of a release you will be entitled to severance pay consisting of continuation of your then current base salary (excluding bonus), payable in accordance to company practices, as well as paid medical benefits, for a period of six (6) months. Stock options and restricted stock will not continue to vast during this six-month severance period following your termination. If you accept any other employment during this six-month period then your base salary and medical benefits will cease at that time. For purposes of this severance provision, "cause" means a determination by the Board of Directors that shall be conclusive that you have (a) engaged in acts in violation of law or in other conduct which is unbecoming of a Senior Vice President/ Officer of a major company or is otherwise detrimental to the Company; (b) breached your Nondisclosure and Developments Agreement, your fiduciary duty to the Company, or your duties of loyalty and/or care to the Company; or (c) disobeyed the good faith, lawful policies or instructions of the Board of Directors. - - RESTRICTIVE COVENANTS: You agree that, for a period of one year following any termination of your employment, you will not directly or indirectly solicit the services of any Company employee for another activity, or otherwise induce or attempt to induce such employee to leave the employment of the Company. - - OTHER: The Company will make such deductions, withholdings, and other payments from all sums payable to you that you request or that are required by law for taxes and other charges. This agreement may not be changed or modified except by agreement in writing, signed by you and an appropriate designee of the Board of Directors. You hereby acknowledge that you are riot a party to any agreement that in any way prohibits or imposes any restriction on your employment with the Company, and your acceptance hereof will not breach any agreement to which you are a party. You will provide the Company with copies of any relevant employment-related agreements with your current employer, such as non-compete agreements, etc. This agreement shall be governed, construed and enforced in accordance with the laws of Georgia without regard to principles of conflict or law. Should any provision of this agreement, or portion thereof, be found invalid and unenforceable, the remaining provisions shall continue in force and effect. - - TERMS OF OFFER: This offer will remain open until the end of business on Friday, May 7, 1999, When you do accept, and all of us sincerely hope you will, please sign the enclosed copy of this letter and return it to me. Mr. Stan F. Stoudenmire May 6, 1999 Page 4 of 4 Stan, we are excited to have you join us and are enthused at the prospect of tackling a very promising future together. Sincerely yours, /s/ GREGORY CRONIN --------------------------------------- Gregory Cronin Chief Executive Officer GC/ja Enclosure Agreed to, accepted and acknowledged: /s/ STAN F. STOUDENMIRE 5-10-99 --------------------------------------- ------------------------- Stan F. Stoudenmire Date