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July 25, 2000
F.Y.I. Incorporated
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Attn: ▇▇ ▇▇▇▇▇▇
Dear Ed:
The purpose of this letter is to set forth our understanding as to the
terms of the extension of my resignation and the related modification and
termination of the Amended and Restated Employment Agreement, by and between
F.Y.I. Incorporated (the "Company") and myself, dated effective as of January 1,
2000 (the "Employment Agreement"):
1. Paragraph 1 of the Employment Agreement (Employment and Duties)
and Paragraph 5 (Term; Termination; Rights on Termination) are
hereby modified in the following respects:
a. I shall remain Executive Vice President ("EVP") and Chief
Financial Officer ("CFO") during such time as is necessary for
the Company to transition my EVP and CFO duties, but in no
event beyond October 10, 2000. The Company agrees to use
reasonable efforts to transition such duties as quickly as
reasonably practicable following July 26, 2000, but shall have
no obligation for such transition to occur prior to October
10, 2000. Following such transition, I will remain an employee
of the Company through March 16, 2001, on such terms as are
more particularly set forth herein. Following March 16, 2001,
I shall no longer be an employee of the Company. The
compensation to me under this letter agreement shall not be
decreased as a result of an earlier than expected transition.
b. We have agreed that my duties from August 11, 2000 through
October 10, 2000, may be performed on a flexible schedule,
including working out of my home office and I will be allowed
to take my planned vacation during this period of
approximately 6 days.
c. My work as an employee, following my transition from EVP and
CFO status, shall consist of phone consultation work from
October 11, 2000 (or such earlier date as the transition
contemplated by paragraph 1, above, occurs) to March 16, 2001.
Such work shall be on a limited basis (estimated to require a
commitment of less than 8 hours a month) and shall not
restrict my ability to be employed on a full time basis with
another
company (in a manner that is not inconsistent with Section 3
(Non-Competition Agreement) of the Employment Agreement).
d. We have agreed that a public announcement of my resignation
and transition plan shall be made as part of or before the
Company's earnings release, but in no event later than July
26, 2000.
e. Except as provided in this letter agreement, I shall not be
entitled to any additional payments as a result of the
termination of the Employment Agreement (with the exception of
as a result of a Change in Control as provided in Paragraph 12
of the Employment Agreement, which shall remain in effect
through October 10, 2000 (which, if triggered, shall be based
on an annual salary of $255,000)).
2. Paragraph 2(a) of the Employment Agreement (Compensation-Base
Salary) is hereby modified in the following respects:
a. My base salary of $255,000 per year shall remain in effect
through August 11, 2000. Following August 11, 2000, my salary
shall be as follows and paid on the following schedule:
September 11, 2000 ($32,500); October 11, 2000 ($32,500);
November 11, 2000 ($2,000); December 11, 2000 ($2,000);
January 11, 2001 ($2,000); February 11, 2001($2,000) and March
16, 2001 ($2,000).
3. Paragraph 2(b) of the Employment Agreement (Compensation-Incentive
Bonus Plan) shall no longer apply to me, except as is expressly
provided herein (including, without limitation, the treatment of
Warrant #15, which treatment is addressed in paragraph 7 of this
letter agreement).
4. Paragraph 2(c) of the Employment Agreement (Executive Perquisites,
Benefits and Other Compensation) is hereby modified in the
following respects:
a. Paragraphs 2(c)(i) (health premium coverage, etc.) and
2(c)(ii) (reimbursement for expenses) of the Employment
Agreement shall remain in effect through March 16, 2001 (or
such earlier date as I am covered by a new employer's health
plan).
b. Paragraph 2(c)(iii) (vacation) shall remain in effect through
August 11, 2000, with vacation carryover (which is estimated
will be approximately 45 days) to be paid out on that date (on
a per diem rate based on an annual salary of $255,000).
c. Paragraphs 2(c)(iv) (automobile allowance), 2(c)(v) (other
perquisites), 2(c)(vi) (401(k)/nonqualified plan) and
2(c)(vii) (continuing education), shall remain in effect
through October 10, 2000.
d. Paragraphs 2(c)(viii) (director and officer insurance) shall
remain in effect so long as I am an EVP or CFO (or other
executive officer) of the Company.
e. Paragraph 2(c)(ix) (other compensation) shall no longer apply
following the date hereof, except as expressly set forth in
herein.
5. Paragraph 6 of the Employment Agreement (Return of Company
Property) is hereby modified to provide that I may retain my
computer and Palm organizer; however, I agree to delete any
confidential or sensitive files from such computer and organizer
promptly following March 16, 2001.
6. Except as specifically amended by this letter agreement, all
provisions of the Employment Agreement remain in full force and
effect (including without limitation Paragraph 12 (change in
control) of the Employment Agreement).
7. We have also agreed that options and warrants not vested at August
11, 2,000 and as set forth below will continue to vest through
March 16, 2001, as described below (and the Company shall not take
any action with respect to my employment that would prohibit such
vesting):
4,000 remaining option shares at $23.50 issued on 9/14/98 will continue to
vest on 9/14/00.
2,000 remaining option shares at $20.00 issued on 12/17/96 will continue to
vest on 12/17/00.
3,000 option shares at $20.00 as part of the option issued on 12/30/97 will
continue to vest on 12/30/00.
6,667 warrant shares at $26.375 as part of the Warrant No. 32 issued on
3/16/00 will continue to vest on 3/16/01.
16,100 warrant shares at $26.75 represented by Warrant No. 15 issued on
5/19/99 will continue to vest upon meeting earnings targets in March 2001,
or at a later date as set forth in the warrant.
8. This letter agreement shall in all respects be construed according
to the laws of the State of Delaware.
9. This letter agreement may not be later modified, except by a
further writing signed by a duly authorized officer of the Company
and myself, and no term of this letter agreement may be waived
except by writing signed by the party waiving the benefit of such
term.
If the forgoing is in accordance with your understanding, please so
indicate by having this letter agreement acknowledged below.
Sincerely,
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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cc: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Acting General Counsel
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▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP
Accepted and agreed to
as of July 26, 2000
F.Y.I. Incorporated,
A Delaware corporation
By: /s/▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Director, President
and Chief Executive Officer
By: /s/▇▇▇ ▇▇▇▇▇▇
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Chairman and Chief Development Officer