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 2002 Stock Option and Stock
Appreciation
Rights
upon adoption of such plan at the annual meeting of
shareholders
scheduled
for June 25, 2002. Management will recommend that the options
be
granted as
of the date of the adoption of the plan. The strike price per
share will
be equal to the fair market value of one share of
Infocrossing's common stock as of the date of grant. The options
will vest
as
follows: one-third (1/3) after the first anniversary of the grant
and
the
balance on a pro rata basis over the succeeding twenty-four
(24)
months.
Further
details of the option plan will be set forth in the plan
document
to be
delivered to you shortly after your options are granted.
The
term
