Exhibit 10.4
[Company Letterhead]
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Telephone ▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
Fax ▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
January 12, 2005
IMC Development Group
c/o ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
Dear ▇▇▇▇▇
In connection with the acquisition of the Cape Systems Group ("Cape") by Vertex
Interactive, Inc. ("Vertex"), this letter sets forth the general terms under
which IMC Development Group ("IMC") will procure the services of Mr. & ▇▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇. We are pleased to offer ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ continued consulting
employment through IMC with the enlarged company as Vice President of Marketing
as per our discussions, on the terms set forth below:
1. Responsibility : To (i) manage the smooth integration of Cape
into the overall Vertex group; (ii) to develop
and execute a coherent marketing plan for the
consolidated companies; (iii) as part of this
remit, assist in the review and design of cross
marketing of different group products to the
various component companies' customer bases, and
(iv) the initiation and management of such sales
to select clients.
2. Consulting Fee: A consulting retainer of (pound)7,500 per month
payable monthly in arrears
3. Bonus A mutually agreeable incentive bonus of up to
$200,000 to be earned over the 18 moth period
from the Closing by achieving mutually agreeable
targets
4. Stock Options: Options totaling 1,800,000, (300,000 of which
shall vest immediately, the balance granted
under standard option plan vesting 33% per year
for 3 years); subject to and priced at the value
of Vertex Interactive stock at the close of
business on the date of approval by the Board of
Directors, provided, however, that such options
will vest immediately if your employment is
terminated by Vertex without cause (being gross
misconduct).
5. Benefits: As per your current package with Cape. All other
standard Vertex Interactive, Inc. employee
benefits for similarly situated executives for
which your are eligible.
6. Expenses: Reimbursement of all expenses reasonably
incurred in the execution of your duties
herunder upon presentation of supporting
vouchers, receipts, etc.
7. Term of Contract. Not less than 18 months, provided that you shall
be entitled to 90 days notice if terminated
within first 24 months of your employment
We are further pleased to offer ▇▇▇. ▇▇▇▇▇▇ continued consulting employment as
an administrative officer under this consulting agreement and the Consulting Fee
set forth above.
If this letter properly sets forth your understanding of our agreement, please
sign below and return one copy to the attention of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ indicating
your acceptance of our offer retaining the other for your records. We look
forward to working with you.
VERTEX INTERACTIVE, INC.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ January 12, 2005
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By: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Date
Chief Executive Officer
ACCEPTED FOR:
IMC GROUP
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ January 12, 2005
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By: ▇▇▇▇▇ ▇▇▇▇▇▇ Date