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Director
Compensation Committee Chairman
December 13, 2002
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▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ PERSONAL, CONFIDENTIAL & PRIVILEGED
Dear ▇▇. ▇▇▇▇▇▇▇▇:
As per understanding, the purpose of this letter is to document an amendment to
paragraph 5 ("Salary") of your Employment Agreement ("Agreement") dated August
1, 1997. The following changes to the Agreement have been proposed by the
Company's compensation committee:
1. Your annual salary effective January 1, 2003 shall be reduced
from your current salary of $524,621, which was in accordance
with your Employment Agreement, to $250,000. You shall receive
an increase of 5% plus the increase in the cost of living, per
year through the end of the Agreement.
2. Today, and each year on the anniversary date of this letter,
you will be given a stock option for no less than an amount of
shares equal to your updated annual salary divided by the
closing price of the Classica Group, Inc. common stock the
previous business day. These options will vest 1/3 one year
from the date of granting of the option, and 1/3 each year
thereafter on the 1st day of January.
3. Additionally, as an inducement to accept the proposed
amendment you will be granted an option to purchase 125,000
shares of the Company's common stock at yesterdays closing
price.
This letter when accepted by you will become a permanent amendment to the
Agreement.
Yours very truly,
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Director, Compensation Committee Chairman
Agreed to and accepted as of the dated written above.
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