Exhibit 10.10
February 9, 1999
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Dear ▇▇▇:
The following describes our agreement regarding salary, benefits
and other financial compensation to be provided to you as you
transition from a company employee to a Member of the Company
Board of Directors.
SALARY CONTINUATION
To assist you during the transitional period, the Company will
continue your salary for a period ending on June 30, 1999 ("Salary
Continuation Period").
VACATION
You will not be entitled to any vacation, vacation pay, or pay in
lieu of vacation after December 31, 1998.
BONUS
You will receive your earned bonus for 1998 per the Company plan
to be paid when disbursed to like employees.
OTHER COMPENSATION
You will be paid a lump sum payment on July 1, 1999 of $40,000 to
cover other expenses that you have had or may incur during your
transition period.
HEALTH AND LIFE INSURANCE BENEFITS
A. Medical and Dental
Your General American Medical Insurance Plan and your dental
benefits will continue during the Salary Continuation Period
for the same employee premium that you currently are paying.
Beginning July 1, 1999, you will be offered extended medical
insurance to be paid at your expense for up to an additional
18 months under the Consolidated Budget Reconciliation Act
(COBRA). Cost for this extension will be at 102% of the
premium cost to cover the benefit expense and administrative
costs. Conversion to COBRA must be effected June 30,1999.
B. Life, Accidental Death & Dismemberment and Long-Term
Disability
Life and Accidental Death and Dismemberment Insurance will be
provided during the Salary Continuation Period and will cease
when the Salary Continuation Period ceases. Disability
Benefits will cease on December 31, 1998. ▇▇▇▇ ▇▇▇▇▇▇▇ will
provide life insurance conversion information to you.
401(k) PROFIT SHARING
You may continue contributions during your Salary Continuation
Period, however you will not be eligible for the Company match in
1999. Thereafter, as a participant in the 401(k) Profit Sharing
Plan, you will receive a notice of the options that are available
regarding the distribution of your accounts. ▇▇▇▇ ▇▇▇▇▇▇▇ can
assist you with any questions regarding your 401(k) Profit Sharing
Plan and the health and life insurance benefits. You will receive
1998 401K matching and profit sharing, if paid to employees.
CAR ALLOWANCE
Your car allowance will be discontinued after the February payment
of $728.00.
STOCK OPTIONS
You have 15,000 options to purchase Company common stock at
$8.75/share under the Employee Stock Option Plan. Of these
options, 40%, or 6,000 shares, are now Avested@ and available to
exercise. The Company will appoint you as an officer of an
appropriate subsidiary to ensure that your Employee Stock Options
may continue for the balance of the option grant period.
COMPANY PROPERTY
All company property issued to you such as facility office keys,
company telephone credit cards, confidential documents, plans,
manuals, etc. are to be returned to me on or prior to February 15,
1999. Ownership of the computer and Palm Pilot will be
transferred to you June 30, 1999, at no cost to you. Your e-mail
will be forwarded through June 30, 1999 to an Internet address
that you will specify.
OUTSTANDING EXPENSE REPORTS
Any outstanding employee expense reports, including the report for
the January San Diego conference, should be sent to me for
approval prior to February 15, 1999. An extra expense lump-sum
payment will be issued.
CONFIDENTIALITY/NON-DISCLOSURE/NON-COMPETITION AGREEMENTS
You are reminded of your obligations under the CONFIDENTIALITY AND
NON-COMPETITION AGREEMENTS and will be asked to sign a
reaffirmation statement as part of the exiting process, which
should take place not later than January 31, 1999.
BOARD COMPENSATION AND DUTIES
So long as you receive Salary Continuation, you will not be
eligible for the retainer and meeting fees paid to members of the
Board. When your Salary Continuation Period ends, you will be
paid a prorated annual retainer for the balance of 1999, as well
as receive fees for Board and Committee meetings which take place
subsequent to the end of your Salary Continuation. The Directors
receive a $16,000 annual retainer, payable in equal quarterly
installments on the first day of each calendar quarter. Board
members are also paid $1,500 per meeting conducted primarily
through attendance by directors in person, whether the director
attends in person or by telephone. Directors receive $750 per
Board meeting conducted principally by telephone, and $750 for
each meeting of the Board Committees on which they serve and which
meeting is conducted in conjunction with a Board meeting. $1,500
will be paid for any Committee meeting held independently of a
Board meeting.
If you are required to travel to a Board meeting, or if I
specifically ask you to travel outside the St. Louis area on
Company business, you may travel by first class airfare and your
reasonable hotel and meal charges will be reimbursed.
Board members do not receive health, life or disability insurance,
car allowances, leased vehicles, offices, or office support
services. Except as described above and as applicable to your
circumstances, Board members do not participate in the Company=s
401(k) Plan or Employee Stock Option Plan.
Board members, including yourself, were awarded 15,000 stock
options under the Director's Stock Option Plan. These Options
were awarded on December 18, 1998, with an exercise price of
$13.81/share. You will be receiving your certificate for these
options shortly.
Directors are covered by indemnification agreements to protect
them from liability when, in the exercise of their statutory and
fiduciary duties, suits are brought against them. This indemnity
does not apply, by law, in all cases, and the extent of coverage
will be described in a memorandum you will be receiving from the
Company's Secretary. This indemnification agreement is
supplemented with Director and Officer Errors and Omission
insurance.
The Company's Secretary will also be distributing a memorandum
shortly which generally describes your duties as a director under
Delaware law.
We are pleased that you have accepted this appointment to the
Board and we look forward to your contributions as the Company
continues its exciting strategies. We also want to especially
thank you for your efforts during the past eight years, as you
responded on short notice to perform management functions in
Puerto Rico, Chile, Argentina, Atlanta, Durango, and St. Louis.
Sincerely,
s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Chairman, President & CEO Sr. Executive Vice-President
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Please sign, date and return one copy of this letter in the
envelope provided as evidence of acceptance of the terms and
conditions herein, and retain the other copy for your records.
s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 2/9/99
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