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Exhibit 10.6
CAMBRIDGE ENERGY RESEARCH ASSOCIATES, INC.
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July 2, 1993
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Re: Your new position with Cambridge Energy
Research Associates, Inc. ("CERA")
Dear Philippe:
As we discussed, this letter constitutes an employment agreement
between you and CERA, unless by mutual agreement we decide to replace this
agreement by a more complete one. The terms of our agreement are as follows:
1. POSITION. You will join ▇▇▇, ▇▇▇▇▇ and me as a Managing Director
(an officer of CERA) reporting to me. Your role will be to focus
on administration, coordination and planning of all material
aspects of CERA's businesses.
2. TERM OF CONTRACT. The initial term of employment will be for
three years, commencing no later than September 1, 1993, and your
employment will be renewable for additional one-year periods
unless either party provides three months' notice prior to the
expiration of the initial term or any renewal period.
3. BASE SALARY. Your base salary will be $225,000 for the first
year. Your salary during any subsequent year may be subject to
upward adjustment by ▇▇▇, ▇▇▇▇▇ and me.
4. BONUS. You will be eligible to participate in the senior
executive bonus pool from which you may receive for the first
year a bonus, as determined by ▇▇▇, ▇▇▇▇▇ and me, in an amount up
to 33% of your base salary, payable within three months after the
end of the year.
5. BENEFITS. You will be entitled to the standard CERA benefits for
senior executives, as set forth on the attachment hereto.
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July 2, 1993
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6. EQUITY. You will be eligible to participate in any equity program
for senior executives. Such a program is expected to be developed
by you during the initial term of your employment.
7. RELOCATION. CERA will reimburse you a lump sum of $25,000 for
real estate brokers' and legal fees. In additional, you will be
reimbursed for moving expenses and travel costs associated with
identifying a new residence in Massachusetts. In addition, if
necessary, CERA will provide a six-month bridge loan of up to
$300,000.
8. SEVERANCE. If your employment with CERA is terminated without
cause or in connection with the merger or sale of CERA, you will
be entitled to a severance payment in the amount of your then
current annual base salary for a period equal to the remainder of
the initial three-year term, or one year, whichever is greater,
in lieu of any other damages. The amount of the severance payable
to you will be paid at the rate of your then current salary, in
six-month increments commencing on the severance date, until the
amount is paid in full.
9. NON-COMPETITION AND NON-DISCLOSURE. In the event that you leave
CERA for any reason, you will not be entitled to compete with
CERA for a one-year period and you will be required to maintain
in confidence and abstain from using for your or anyone else's
benefit any proprietary information of CERA.
All of us at CERA look forward to the commencement of our new
relationship and to doing great things together. Kindly indicate your agreement
to the foregoing terms and conditions by signing on the line provided below and
returning a copy to me at your earliest convenience.
Very best regards.
Sincerely,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Accepted by:
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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CAMBRIDGE ENERGY RESEARCH ASSOCIATES
LIMITED PARTNERSHIP
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February 24, 1995
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Re: Your employment agreement with Cambridge Energy Research
Associates Limited Partnership ("CERA")
Dear Philippe:
This letter formalizes our previous discussions of September of last
year. As agreed then, I confirm on behalf of CERA that the terms of your
employment agreement described in my letter to you of July 2, 1993, Re: Your new
position with Cambridge Energy Research Associates, Inc. (the "Employment
Agreement") are modified as follows:
- CLAUSE 2, TERM OF CONTRACT, OF THE EMPLOYMENT AGREEMENT IS REPLACED BY THE
FOLLOWING:
a) The initial term of employment will be for three years, commencing no
later than September 1, 1993. However, if a controlling portion of CERA is
merged or sold during this initial three-year term, the initial term of your
employment will be extended for a period of two years beyond the date of the
change of control, and your salary, benefits and status will be maintained.
b) Your employment will thereafter be extended for additional two-year
periods unless either party provides twelve months' notice prior to the
expiration of the applicable initial term or any renewal period.
- CLAUSE 8, SEVERANCE, OF THE EMPLOYMENT AGREEMENT IS REPLACED BY THE FOLLOWING:
a) If a controlling portion of CERA is merged or sold during the initial
three-year term of your employment and your employment is not extended beyond
the first two years following the date of change of control, and if your
employment is terminated without cause, you will be entitled to a severance
payment in the amount of your then current annual salary, amount payable on the
day of termination of your
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February 24, 1995
then current annual salary, amount payable on the day of termination of your
employment, in lieu of any other damages.
b) If a controlling portion of CERA is merged or sold after the initial
three-year term of your employment, and your employment is terminated without
cause, you will be entitled to a severance payment in the amount of twice your
then current annual salary, amount payable on the day of termination of your
employment, in lieu of any other damages.
- ASSIGNMENT
Your Employment Agreement with Cambridge Energy Research Associates, Inc. has
been assigned to CERA.
Except as amended above, the Employment Agreement remains in full force
and effect.
Kindly indicate your agreement to the foregoing by signing on the line
provided below and returning a copy to me at your earliest convenience.
Sincerely,
CAMBRIDGE ENERGY RESEARCH
ASSOCIATES LIMITED PARTNERSHIP
By: Cambridge Energy Research
Associates, Inc., its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Agreed and accepted by:
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Date: March 6, 1995