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5
May 13, 2002
PERSONAL AND CONFIDENTIAL
John Lalli
60 White Birch Road
Pound Ridge, New York 10576
Dear John:
This is to confirm our offer to you for the position of Senior Vice
President, Strategic Services, reporting directly to me. Your commencement
date will be May 15, 2002. Your base salary rate will be $3,750
semi-monthly ($90,000 per annum) less applicable withholding taxes and
payroll deductions (collectively referred to as "Payroll Deductions").
In addition to your base salary, you will be eligible to earn commissions
equal to three percent (3%) of Adjusted Revenue from new customers that
are solely introduced by you to the Company on or after your commencement
date. For purposes of this commission arrangement, Adjusted Revenue shall
be the minimum gross fees payable by new customers excluding any amounts
representing deposits; credits or discounts given to the new customers by
the Company; interest or finance charges; any taxes payable by the new
customers; sales of hardware or software; and expense reimbursements,
including any administrative markup thereon. Commissions shall be payable
in the final semi-monthly pay period in the month following the month in
which a new customer was billed, provided you are an active employee of
the Company at the time that payment would be due. Any commission paid to
you will be subject to adjustment for subsequent credits or discounts
given to the new customers in a period following the month in which the
Adjusted Revenue on which the commission had been computed was billed. In
no event will commissions be earned or payable in any period following
your termination of employment irrespective of the reason for such
termination.
Your annual expense account is $30,000. Expenses for local business
entertainment, expenses while traveling outside the local area, typically
while traveling via air transportation, hotels to various locations are
not included in this expense allowance, but are paid separately.
In the final semi-monthly pay period of each of the first twelve (12) full
calendar months following the commencement date (individually a "Draw
Period"), except as noted below, you will receive $10,000 less Payroll
Deductions as a draw against commissions. If you are entitled to receive
any commissions in a Draw Period, the gross amount of the draw will be
reduced by the gross amount of the commission then payable. Any gross
commission otherwise payable in excess of $10,000 will be applied against
any previously unrecovered draw. Notwithstanding the foregoing, you will
receive no less than $10,000 less Payroll Deductions, either as a draw,
commission, or combination thereof, in a Draw Period. In the event that
you do not earn enough commissions prior to the termination of your
employment, irrespective of the reason for such termination, any balance
of unrecovered draws shall not be subject to repayment by you to the
Company.
A recommendation will be presented to the Options and Compensation
Committee of the Board of Directors and/or the Board of Directors itself
to grant you an option to acquire 30,000 shares of common stock in
Infocrossing pursuant to the 200






