EXHIBIT 10.21
March 13, 2000
Ms. ▇▇▇▇▇ Till ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇ ▇▇▇. ▇-▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇▇▇:
This letter agreement (this "Agreement") when executed by both you and Greenwich
Technology Partners, Inc. (the "Company"), shall confirm the understanding
between you and the Company relating to your employment by the Company, and
shall supercede all prior agreements between you and the Company.
We are very proud of our corporate culture. We believe that open communication
between the Company and its employees and treating each other fairly and with
respect are critical to our success and to creating an environment in which we
are able to enjoy our work. Consequently, we want your assurance that should
there ever come a time during your employment with the Company that you are
dissatisfied with any aspect of your employment, you will communicate such
dissatisfaction to the person to whom you directly report, or, if that is not
comfortable for you, to any other manager of the Company, including the Chief
Executive Officer.
1. Major Terms
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A. Services
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You shall serve and your title shall be Chief Technology Officer of
the Company. In that capacity, you shall report directly to the Chief
Executive Officer of the Company. As Chief Technology Officer of the
Company, you will have executive responsibility for (i) developing and
implementing the strategic direction of the Company in connection
with, among other things, technology investments, strategic
partnerships and new product and service offers, with other senior
executives of the Company; (ii) representing the Company's technology
strategies, expertise and direction to all third parties, including,
without limitation, the Company's current, future and prospective
customers, members of the press and industry analysts; (iii) working
with the Company's current, future and prospective customers to define
and develop new product and service offerings; and (iv) those other
functions customary to your position and title.
While you are employed by the Company, you will devote your entire and
exclusive business and professional time, attention, energy, loyalty
and skill to the business of the Company to the best of your ability.
In addition, you will use your reasonable efforts to preserve for the
Company the goodwill of customers and others with whom the Company
establishes business relationships during your employment and to
advance the reputation of the Company. You shall comply with and
perform such directions and duties in relation to the business and
affairs of the Company consistent with your title and position as are
requested of you by the Company. While you are employed by the
Company your principal place of employment shall be the New York City
Metropolitan Area (as such term is customarily defined) (the
"Principal Place of Employment").
B. Compensation
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In consideration of all of the services to be rendered by you to the
Company pursuant to this Agreement, the Company will pay to you a base
salary of $150,000 per annum (the "Base Salary"). Your Base Salary
shall be payable on the 15th and 30th day of each month in arrears,
pro rated for the initial period worked. The Company shall have the
right to deduct from your compensation all taxes and other normal and
customary payroll deductions and withholdings required by applicable
law. Your Base Salary and Bonus (as defined below) shall be reviewed
at least annually by a member of senior management to ascertain
whether such Base Salary and Bonus should be increased. Pursuant to
Connecticut Wage laws, you are an exempt employee and therefore not
eligible under State requirements to receive overtime pay.
Bonus: So long as you are employed by the Company, you will receive a
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guaranteed bonus of $12,500 per annum, payable on July 15 of each year
and an additional annual bonus of up-to $37,500, or $50,000 in the
aggregate, based on MBO's jointly developed by you and Company (the
"Bonus").
Expenses: The Company shall pay or reimburse you for all reasonable
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expenses actually incurred or paid by you, in the course of your
employment with the Company.
Home Office and Computer Allowance: The Company shall provide you
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with home office and computer equipment allowance in the amount up to
$2,000 per annum.
Tools and Resources: During the course of your employment with the
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Company, the Company shall provide to you, at the Company's sole cost
and expense, all tools and resources necessary for you to perform your
duties and functions, including, without limitation, those tools and
resources set forth as Exhibit A attached hereto.
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C. Options
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You shall be entitled to participate in the Company's 1997 Stock
Option Plan (the "Plan") to the same extent as other senior executives
of the Company. Subject to the approval of the Company's Board of
Directors you shall initially be granted options to purchase up to
125,000 shares of the Company's common stock (the "Options"), par
value $0.01 per share, at an exercise price equal to the fair market
value of the Company's common stock per share on the Commencement Date
(as defined in Section 1D hereof), but in no event greater than $0.60
per share. The Options shall vest and become exercisable as follows:
25% of the Options shall vest and become exercisable on the first
anniversary of the Commencement Date, and the remainder of the Options
shall vest and become exercisable ratably on the first day of each
month after the first anniversary date of the Commencement Date over
the following three years. The Options shall be subject to the terms
of the Plan and to such other terms and conditions as may be specified
by the Company in the form of a standard option agreement between the
Company and you, subject, however to the immediately proceeding
sentence. In the event that the your employment with the Company is
terminated by the Company without "Cause", or you resign with "Good
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Reason" (as such terms are defined in Section 8 of the Agreement) at
any time prior to the first anniversary of the Commencement Date, the
vesting of the Options shall accelerate, and 25% of the Options shall
immediately vest and you shall be entitled to exercise such Options
for a period of equal to three months after the date of such
termination or resignation, as the case may be.
D. Commencement Date; Termination
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Your employment shall commence on or around April 1, 2000 (the
"Commencement Date"). Your employment may be terminated by you with
or without Good Reason or by the Company with or without Cause at
anytime. Neither this Agreement, any employee handbook, or any other
document of the Company gives you any contractual right, either
express or implied, to remain in the employ of the Company.
Notwithstanding the foregoing, in the event you resign because of the
failure of the Company to grant to you the Options on the terms set
forth in this Agreement prior to the first anniversary date of the
Commencement Date, the Company shall pay to you as severance within 30
days after the effective date of such resignation a lump sum payment
in the amount equal to your Base Salary from the effective date of
such resignation up-to the first anniversary date of the Commencement
Date and that portion of your Bonus theretofore earned but unpaid,
including, without limitation, any guaranteed payments (the "Severance
Payment"). Furthermore, in such event, you shall be under no
obligation to seek other employment and there shall be no off-set
against the Severance Payment on account of any renumeration
attributable to any subsequent employment you may obtain.
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E. Use of Company Property
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You will not use the Company's premises, facilities, or equipment for
personal purposes.
F. Moonlighting and Competitive Activity
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You covenant and agree that, during non-business hours, you shall not
engage in any activity related to, competitive with, or in the
business of, the Company, without the prior written consent of the
Company. Such activities shall include, but not be limited to
designing intranet or internet networks, network consulting,
maintenance, repair, troubleshooting or systems design and/or
installation (a "Competitive Activity"). If you are unsure whether a
particular activity would violate the aforesaid covenant, you shall
seek the advice of a senior officer of the Company. You hereby accept
said employment and agree faithfully to perform said duties and render
said services for the term of your employment.
2. Right to Change Pay Practices, Policies, Procedures and Benefits. The
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Company shall have the right, at any time without prior notice, to change,
modify, amend, or terminate any pay practice, employment policy or
procedure, or employment benefit plan or program in effect upon the
commencement of your employment or adopted subsequently. You will be
entitled to participate on the same basis as other senior executives of the
Company in all the Company's benefits available to other senior executives
employees in similar positions of the Company, including, without
limitation, medical and dental coverage, a 401K plan, short term and long
term disability, life insurance, and those other benefits and privileges
set forth on Exhibit B attached hereto. You shall be covered by and named
as an additional insured under the Company's Director's and Officers
Liability Insurance Policy.
3. Representations and Warranties. You represent and warrant that: you are
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not under any obligation to any third party which could interfere with your
performance under this letter agreement; and your performance of your
obligations to the Company during your employment with the Company will not
breach any agreement by which you are bound not to disclose any proprietary
information.
4. Inventions.
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i. You will as soon as practicable disclose to the Company all Inventions
(as herein defined). "Inventions" shall mean all ideas, potential
marketing and sales relationships, inventions, research, plans for
products and services, marketing plans, software (including, without
limitation, source code), know-how, trade secrets, information, data,
developments, discoveries, improvements, modifications, technology,
and designs, whether or not subject to patent or copyright protection,
made, conceived, expressed, developed, or actually or constructively
reduced to practice by you solely or jointly with others during your
employment with the Company, which refer to, are suggested by, or
result
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from any work which you may do during your employment, or from any
information obtained from the Company.
ii. The Inventions shall be the exclusive property of the Company, and are
hereby assigned by you to the Company; the Company shall have the
exclusive right to use the Inventions for all purposes without
additional compensation to you. At the Company's expense, you will
assist the Company in every proper way to protect the Inventions
throughout the world, including, without limitation, executing in
favor of the Company patent, copyright, and other applications and
assignments relating to the Inventions.
5. Confidential Information.
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i. You will not disclose, give, sell, publish or otherwise use, either
during your employment by the Company or after the termination of your
employment, except in the performance of your duties for the benefit
of the Company, any Confidential Information (as herein defined).
"Confidential Information" shall mean, all of the Company's
proprietary information, technical data, technology, process, trade
secrets, and know-how, other intellectual property rights, strategies,
financial statements or other financial information, forecasts,
operations, business plans, prices, discounts, products, product
specifications, designs, plans data, ideas or information contained in
the Company's Business Strategy Overview and Career Advancement Manual
which is disclosed to you, which you may acquire or develop, or which
you may observe in the course of your employment by the Company and
which at the time of disclosure is not previously known by you and not
known or used by others in the trade generally, does not become
generally available to the trade through no fault of yours, and does
not become rightfully available to you on a non-confidential basis
from a source other than the Company, including, without limitation,
research, product plans, customer lists, markets, software,
developments, inventions, processes, formulas, technology, designs,
drawings, marketing and other plans, and financial data and
information. "Confidential Information" shall also mean information
received by the Company from customers of the Company or other third
parties subject to a duty to keep confidential and financial, pricing,
and credit information regarding customers, clients, or vendors of the
Company. Upon termination of your employment, you shall promptly
deliver to the Company, in whatever form or medium, all files,
drawings, blueprints, specifications, reports, notebooks, and other
materials containing any Confidential Information which are in you
possession or control.
6. Restrictive Covenants.
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A. Covenants Against Competition and Solicitation.
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Commencing on the Commencement Date and continuing thereinafter for a
period of 90 days from the date of termination of your employment with
the Company by either (i) the Company for Cause or (ii) by you without
Good
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Reason, without the prior written consent of the Company, you will
not, directly or indirectly:
i. persuade or attempt to persuade any customer, client, supplier or
distributor of the Company to cease doing business with the
Company, or to reduce the amount of business it does with the
Company;
ii. persuade or attempt to persuade any potential customer, client,
supplier or distributor to which the Company has made a
presentation, or with which the Company had been having
discussions, not to do business with the Company;
iii. persuade or attempt to persuade any employee of the Company to
leave the employ of the Company;
iv. Become retained by or employed by, as an employee or consultant
or otherwise undertake with any other person, individual or
corporation, joint venture, or other business arrangement, which
directly competes with the business of the Company.
B. Geographic Scope.
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For purposes of paragraph 6A, the geographic scope of the restrictive
covenants contained therein, shall be 150 miles from your Principal
Place of Employment.
7. Injunctive Relief and Severability.
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i. You agree that the remedy at law for any breach of the provisions of
this letter agreement shall be inadequate and the Company shall be
entitled to injunctive or other equitable relief in addition to any
other remedy it might have.
ii. The Company and you agree and acknowledge that the covenant not to
compete and the right of first refusal described are made in
consideration of substantial compensation payable under this letter
agreement. In consequence of this the Company and you agree and
acknowledge that the duration, scope, and geographic area included in
such covenant not to compete are fair, reasonable, necessary, and
appropriate, and will not prevent you from engaging in profitable
business activities or employment. Nevertheless, should a court
determine that such duration, scope, or geographic areas are not
reasonable, such restrictions shall be interpreted, modified, or
rewritten to include as much of such duration, scope, or geographic
areas as will render such restrictions valid and enforceable.
iii. The Company and you intend to and do hereby confer jurisdiction to
enforce this letter agreement upon the courts of any jurisdiction
within the geographical scope of the agreements contained therein. In
the event that the courts of any one or more of such jurisdictions
shall hold such agreements wholly or partly unenforceable by reason of
the breadth of such scope or otherwise, it is the intention of the
Company and you that such determination shall not bar or in any
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way affect the Company's right to relief hereunder in the courts of
any other jurisdiction within the geographical scope of any such
agreement, as to breaches of such agreements in such other respective
jurisdictions, the above agreements as they relate to each
jurisdiction being, for this purpose, severable into independent
agreements.
8. Certain Definitions.
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As used in this Agreement, the following terms shall have the following
meanings:
Termination for "Cause" shall mean termination of your employment with the
Company because of (i) your conviction of a felony involving fraud, theft
or moral turpitude; (ii) the willful or persistently repeated material non-
performance of your duties to the Company (other than by reason of
incapacity due to your physical or mental illness), provided that you
receive a detailed written notice describing such non-performance and the
same continues after you receive such written notice; and (iii) any
material breach by you of a material term of this Agreement, which breach
is not cured within 5 business days after written notice to you specifying
such breach. Termination of your employment for Cause shall be
communicated by delivery to you of a written notice from the Company
stating that the Executive has been terminated for Cause, specifying the
particulars thereof and the effective date of such termination.
Resignation for "Good Reason" shall mean resignation by Executive because
of (i) an adverse and material change in your duties, titles or reporting
responsibilities; (ii) a breach by the Company of any term of this
Agreement; (iii) a reduction in your Base Salary or bonus opportunity or
the failure of the Company to pay you any amount of compensation when due;
(iv) a relocation of your Principal Place of Employment without your prior
written consent; (v) an assignment of this Agreement by the Company,
whether by operation of law or otherwise; (vi) the failure of the Board of
Directors of the Company to approve and/or the failure of the Company to
grant the Options on the terms set forth in this Agreement on or prior to
June 1, 2000; or (vii) a "Change of Control" (as defined below) in the
Company. The Company shall have 5 business days from the date of receipt
of such notice to effect a cure (if curable) of the material breach
described therein. The date of termination of employment without Cause
shall be the date specified in a written notice of termination to the
Executive. The date of resignation for Good Reason shall be the date
specified in a written notice of resignation from the Executive to the
Company; provided, however, that no such written notice shall be effective
unless the cure period specified in the immediately preceding sentence has
expired without the Company having corrected, to the satisfaction of the
Executive, the event or events subject to cure.
"Change of Control" shall be deemed to have occurred if (i) in connection
with a merger or acquisition of the Company, at least 50% of the voting
stock of the Company is transferred to persons or entities which are not
stockholders of the Company on the date hereof; (ii) the sale, lease or
exchange of all or substantially all the assets of the Company; or (iii)
the Company is to be dissolved or liquidated.
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9. Severability.
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In the event any of the provisions of this letter agreement shall be held
by a court or other tribunal of competent jurisdiction to be unenforceable,
the other provisions of this letter agreement shall remain in full force
and effect.
10. Survival.
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All terms and conditions of this letter agreement which should by their
nature survive the termination of your employment with the Company shall so
survive.
11. Governing Law.
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This letter shall be governed by, construed and enforced in accordance with
the internal laws of the State of New York governing agreements made and to
be fully performed therein, without giving effect to conflict of law
principles.
12. Notices.
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All notices, requests, consents and other communications required or
permitted hereunder shall be in writing and shall be hand delivered or
mailed by certified or registered mail, return receipt requested, addressed
as follows:
i. if to the Company, at Greenwich Technology Partners, Inc., ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Director of Legal
Affairs.
ii. if to you, at the address set forth above or in any such case, at such
other addresses as may have been furnished to any party by the other
party in writing in the manner herein provided. Any notice or other
communication so addressed and so mailed shall be seemed to have been
given when mailed, and if hand delivered shall be deemed to have been
given when delivered.
13. Waivers and Modifications.
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This letter agreement may be modified, and the rights and remedies of any
provision hereof may be waived, only in writing, signed by each of the
Company, and you. No waiver by either party of any breach by the other of
any provision hereof shall be deemed to be a waiver of any later or other
breach thereof or as a waiver of any such or other provision of this letter
agreement. This agreement sets forth all of the terms of the
understandings between the parties with reference to the subject matter set
forth herein may not be waived, changed, discharged or terminated orally or
by any course of dealing between the parties, but only by an instrument in
writing signed by the party against whom any waiver, change, discharge or
termination is sought. Each of the Company and you hereby acknowledges and
agrees that any prior arrangements, agreements or understandings relating
to your employment with the Company and/or any of its affiliates is hereby
terminated and extinguished in its entirety.
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14. Assignment.
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This Agreement shall be binding upon and inure to the benefit of the
Company and its successors and assigns. This Agreement is not assignable
by you and your right to receive payment for your services is hereby
expressly agreed to be non-assignable and nontransferable, except as
otherwise specifically provided herein.
Sincerely,
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chairman & CEO
I have carefully read the terms and conditions of the above and acknowledge and
accept the terms and conditions of this letter agreement.
Please sign, date and return this offer letter prior to your start date.
Name: /s/ ▇▇▇▇▇ Till ▇▇▇▇▇▇▇
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▇▇▇▇▇ Till ▇▇▇▇▇▇▇
Date: 03/13/00
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