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Kenneth J.
Saunders
30862 Steeplechase Drive
San Juan Capistrano, California 92675
I am pleased to
extend this offer to join Open Solutions Inc. as EVP &
CFO reporting to Louis Hernandez, Chairman & CEO at an
annual salary of $300,000 . You will be paid
$12,500.00 semi-monthly on the 15 th and the 30 th of
each month. You will be eligible for an incentive bonus target of
60% of your annual salary subject to attaining corporate
goals.
Open Solutions
will reimburse up to $90,000.00 towards relocation and/or
temporary housing related costs and expenses including travel
during the transition period for you and/or your family and any
other and all related or miscellaneous expenses. If you were to
voluntarily terminate within the first year employment, you will be
required to repay them on a pro-rated basis.
You will also
be paid a sign-on bonus of $25,000 payable the first month
of employment.
The effective
date of your employment will be January 3, 2006 .
However, your employment is contingent upon satisfactory reference
checks, background investigation and pre-employment drug testing.
This offer is effective through the close of business Wednesday,
December 21st.
In addition,
you will be granted 100,000 Open Solutions Inc. stock
options at the fair market value on the close of business of
your employment start date with Open Solutions Inc. These options
will vest over a four-year period. You will also be granted
30,000 shares of restricted stock that will vest over
a five-year period. Both options and restricted stock are subject
to the standard terms of the Open Solutions 2000 Stock Incentive
Plan.
If your
employment is terminated by the Company without Cause, the Company
shall be obligated to pay you twelve months base salary upon
termination. If you are terminated as a result of Change of
Control, you will be eligible for Tier I benefits as defined in
Exhibit A attached. For purposes of Exhibit A, your
“duties” are as required to execute the office of the
Chief Financial Officer, reporting to the CEO of Open Solutions
Inc. or the Parent entity of any successor co
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