Exhibit 10.4
March 23,
2007
Personal and
Confidential
Keith Schneider
10608 Allenwood Lane
Great Falls, Va. 22066
Dear Keith:
We are pleased in this letter
agreement (the “Agreement”) to extend an offer of
employment with Networkcar, Inc. (the “Company”) for
you to commence employment with the Company on March 26, 2007,
or on such later date as you shall commence employment with the
Company (the “Start Date”).
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1.
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Title : Your position with the Company will be
President . You will report to the Board of Directors (the
“Board”) of the Company or its designee.
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2.
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Salary : Your annual salary will be $250,000
(“Salary”), payable bi-weekly and subject to normal
deductions and withholdings.
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3.
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Bonus : In addition to your Salary, you will be
eligible, based upon both objective and subjective goals (the
“Goals”) established by the Board or its Compensation
Committee, in its sole discretion after consultation with you, to
receive a bonus following the end of each full calendar year during
your employment in an amount, depending upon your achievement of
the Goals, equal to up to 50% of your Salary, less such deductions
or amounts to be withheld as required by applicable law and
regulations (the “Performance Bonus”). To the extent
the Board of the Company determines that you have met the
subjective 2007 Goals and determines to pay your Performance Bonus
for the year ending December 31, 2007, your Performance Bonus
shall be 50% of your Salary pro rated for the portion of the year
that you worked. The Board will consider granting an additional
bonus beyond that contained in this Section 3 based upon you
significantly exceeding the Goals.
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4.
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Equity
Participation :
Immediately following your acceptance of this offer, the Company,
will recommend to its parent company, HUGHES Telematics, Inc.
(“HTI”), that you be awarded an option to purchase
1,200 shares of common stock (the “Equity Grant”) of
HTI, pursuant to an agreement which will reflect the specific terms
of the Equity Grant, including, but not limited to, terms relating
to vesting, exercisability and expiration. The exercise price per
share is expected to be $100 per share. Vesting terms shall include
that the option shall vest with respect to 200 shares on each of
the first, second and third anniversaries of your Start Date (total
of 600 shares) and that the remaining 600 shares shall vest on
March 31, 2010 to the extent the EBITDA of the Company, as
defined in agreement, exceeds $18.6 million for fiscal year 2009.
The Board of Directors of HTI has been informed of this offer and
has expressed its intention to approve the Equity Grant effective
upon your first day of employment by the Company. In order to
further incentivize you based upon your performance and events at
the Company and/or HTI, you will be eligible to receive future
equity grants as determined by the Board of Directors of HTI in its
sole discretion.
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5.
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Office : Your primary office will be based at the
Company’s facilities in San Diego, CA. It is anticipated that
your responsibilities will require extensive travel and that in
addition to the San Diego, CA office you will operate occasionally
from remote office space in Atlanta, Georgia or other locations
deemed necessary to fulfill your responsibilities.
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6.
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Benefits : You will be eligible to receive and/or
participate in employee benefits commensurate with your position
with the Company, all subject to the terms and conditions of the
various benefits plans:
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a)
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401(k)
Plan : Upon the effective
date of this Agreement, you will be eligible to participate in the
Company’s 401(k) Plan. (More information on this plan will be
provided to you.)
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b)
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Medical : Upon the effective date of this Agreement, you
will be eligible for medical insurance partially paid by the
Company. (More information on this plan will be provided to
you.)
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c)
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Life
Insurance and Disability : Upon the effective date of this Agreement, you
will be eligible for this Company-paid insurance benefit. You will
also be eligible for Company-paid short and long-term disability
coverage. (More information on these plans will be provided to
you.)
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d)
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Vacation : During each calendar year, you will be
entitled to a paid vacation of three (3) weeks, to be taken at
such time or times during the applicable year as you wish, subject
to the Company’s business needs, provided however, your
cannot accrue more than five (5) weeks of vacation.
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Nothing contained in this Agreement
is intended to impair the ability of the Company to change the
terms or availability of any benefit plans in the
future.
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7.
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Confidential Information and
Invention Assignment Agreement : In connection with the commencement of your
employment with the Company, you will be required to execute a
Confidential Information and Invention Assignment Agreement, in the
interim, you will keep secret and will not at any time (whether
during the time you are employed by the Company or thereafter) use
for your own or another’s advantage, or reveal to any person,
firm, company or organization, and will use your utmost endeavors
to prevent the publication or disclosure of any confidential
information of the Company, including but not limited to trade
secrets, business methods, computer systems and information and
strategic plans, which you knew or ought reasonably to have known
to be confidential concerning the
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