SEARCH ASSIGNMENT CONFIRMATION
Exhibit 10.2
SEARCH ASSIGNMENT CONFIRMATION
DATE: | March 30, 2005 | |
CLIENT: | Yak Communications, Inc. | |
300 Consilium Place, Suite 500 | ||
Scarborough, Ontario M1H 3G2 | ||
TO: | Mr. Greg Breetz | |
615 ###-###-#### | ||
FROM: | Paul Frankenberg | |
Kraft Search Associates, LLC | ||
555 Great Circle Road, Suite 200 | ||
Nashville, TN 37228 | ||
(615) 782-4276 |
Kraft Search Associates, LLC (KSA) is pleased to confirm it will represent Yak Communications, Inc. (Client) on an exclusive basis for the following search assignment:
CHIEF FINANCIAL OFFICER
KSA will assist Client with drafting a position specifications and description, identifying, recruiting and developing candidates based on the position specifications and description, delivering candidate profiles and references, coordinating candidate and client meetings and assisting through negotiations with the successful candidate. All activities, efforts and communications regarding this search assignment will be conducted through Mr. Greg Breetz, unless otherwise specified in writing.
EXCLUSIVITY
KSA will act as Clients exclusive agent for the assignment under retainer.
PROFESSIONAL FEES
Client agrees to pay KSA a Professional Fee of thirty percent (30%) of the successful candidates estimated first year cash compensation (salary and incentive compensation), payable in three installments.
TERMS
Based on the desired competencies and experiences required to be a success in this position, the estimated first year cash compensation to conclude this assignment has been established to be $200,000 to $400,000. A midpoint of $300,000 has been used to calculate the Professional Fee. The combined Fee for the interim hire and the retained search are not to exceed $100,000.
30% of $300,000 = $90,000
Client will pay the Professional Fee as follows:
Retainer: One third (1/3) of the estimated fee ($30,000) is due at the inception of the search.
Progress Payment: One third (1/3) of the estimated fee ($30,000) will be invoiced 30 days after the Retainer is invoiced.
Completion Fee: One-Third (1/3) of the estimated fee ($30,000), reconciled as necessary, will be invoiced thirty (30) days after the Progress Payment is invoiced.
Completion Fee: The Completion Fee will reconcile any difference between the estimated first year cash compensation and the actual first year compensation offered to the successful candidate. Should the actual first year compensation of the successful candidate be lower than the estimated first year compensation upon which the Professional Fee was predicated, Client will be refunded the Professional Fee difference. If the actual first year compensation is higher than the estimated first year compensation, Client will be invoiced the difference.
If the employment of the successful candidate is justifiably terminated by Client within 6 months of hiring for insufficient performance, KSA will exert efforts to replace the successful candidate provided that the Professional Fee has been paid in full. Insufficient performance is the material failure of the successful candidate to meet the performance criteria set forth on the position description.
EXPENSES
KSA will propose a budget for travel expenses for approval by client. Travel expenses are billed on a monthly basis at cost, or at the tax rate for mileage. Domestic telephone expenses are billed at $5.00 per on-line hour on a monthly basis. International telephone expenses are billed at $7.50 per on-line hour on a monthly basis. Overnight and express mail services used upon request by client are billed at cost on a monthly basis.
CONDITIONS AND AGREEMENT LIMITATIONS
Should Client terminate KSAs services under this Agreement for circumstances other than failure to perform its services, Client agrees to pay the following: (i) for termination within thirty (30) days of the date of this Agreement, pay the Retainer (1/3 of the Professional Fee); (ii) from thirty (30) to sixty (60) days, pay the Retainer and the Progress Payment I (2/3 of the Professional Fee); and (iii) past sixty (60) days, pay the entire Professional Fee.
Should Client hire additional candidate(s) presented by KSA for a non-retained assignment, Client agrees to pay a 25% Professional Fee based on the estimated first year compensation for the additional hire(s).
By execution of this agreement Client has selected, retained and agreed to the fees, terms and conditions stated. Please execute one copy of this document and return for our records.
Kraft Search Associates, LLC | ||
By: | /s/ Paul Frankenberg | |
Paul Frankenberg, President |
Date: 3-30-2005
Yak Communications Inc. | ||
By: | /s/ R. Gregory Breetz | |
Title: | Chairman of Audit Committee |
Date: 3-31-2005