May 4, 2006
Frank J. Cotroneo
11709 High Drive
Leawood, KS 62211
Dear Frank:
I am very happy to confirm Acxiom’s offer
of a full-time Associate position in the role of Chief Financial
Officer (CFO). Your starting date of employment is May 15,
2006.
The specific components of your compensation
package are outlined below:
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1.
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Your base salary will be in the amount of
$16,666.67 per pay period, which computes to $400,000.00 annually.
Paychecks are issued on the fifteenth and the last working day of
each month.
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2.
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Your annual cash incentive opportunity will be
65% of your base pay. Incentive payments are calculated quarterly
based on attainment of financial targets up to the target
incentive. You must be employed on the date of payout to receive
payment.
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The following represents a breakdown
of your compensation package:
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Base Salary
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$400,000.00
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Cash Incentive Opportunity
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$260,000.00
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(at 100% attainment)
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Total Cash Compensation Opportunity
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$660,000.00
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(at 100% attainment)
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3.
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You will be eligible to participate in
Acxiom’s benefits programs. Our benefits offerings include
health, life, vision, dental, 401(k), and stock purchase plan,
among others.
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4.
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You will receive an Executive Security Agreement
and will be indemnified as outlined in the standard company
Indemnity Agreement. Both will be effective on your start date of
May 15, 2006.
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5.
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As part of your leadership role you are not
limited to a fixed number of vacation and personal paid days off.
This provides you with the flexibility you need as you strive to
achieve a productive balance between your personal time and
business requirements. You should note, however, that because you
do not accrue paid days off, upon your termination you will not
receive any compensation for personal or vacation time.
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6.
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Subject to Acxiom Board of Directors approval,
we are pleased to offer you 25,000 restricted stock units which
vest over a four year period.
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Frank J. Cotroneo
Page 2 of 3
May 4, 2006
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7.
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Acxiom will assist you with your relocation from
Leawood, KS to Little Rock, AR per Acxiom’s relocation
guidelines (see attached Relocation Summary , Attachment A),
and in accordance with the attached Agreement to Pay
Relocation (Attachment B). Total reimbursement by Acxiom will
not occur until the Attachment B has been executed and returned to
Acxiom.
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8.
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In the event that you are terminated outside of
a change of control, and without “cause,” you will
receive payment equal to 12 months base pay and the equivalent of
24 months of COBRA coverage paid in a lump sum at the time of your
termination less applica
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