Exhibit 10.2
[Letterhead]
February 1, 2005
Mr. Gary Hall
71 Town Farm Road
Salem, NH 03079
Dear Gary:
I am very pleased to offer you the
opportunity to work as an employee at-will of MatrixOne as Senior
Vice President & Chief Financial Officer reporting to me. Your
starting salary for this exempt position will be $8,076.92
bi-weekly (26 pay periods), which is equivalent to $210,000 per
year. Your start date will be January 26, 2005. You will be working
from our Westford office.
In addition to your base salary, you
will be eligible to participate in the MatrixOne Executive
Incentive Compensation Plan that is valued at approximately
$70,000.00 on an annual basis beginning January 26, 2005. Annual
incentive compensation is awarded for the achievement of company
and individual objectives. The full details covering this Plan will
be outlined for you shortly after the start of your employment.
Eligibility to participate in this Plan will begin at the start of
the new fiscal year in July, 2004.
You will also be granted an option
to purchase 150,000 shares of stock in addition to the above
compensation. Please note that the option grant is subject to the
approval of the Board of Directors and is governed by the terms and
conditions of the Company’s Amended and Restated 1999 Stock
Plan and a stock option agreement between you and the Company. The
options will vest quarterly and will be 100% vested at the
completion of a four-year period.
As you know, MatrixOne, Inc. offers
a comprehensive insurance program designed to provide protection
for its employees and their families. The package includes Basic
Life, Accidental Death and Dismemberment, Medical, Dental, Vision,
Short and Long Term Disability. In addition, the Company also
provides a 401(K) Retirement Savings Plan and a Stock Purchase
Plan, and paid vacation. You will be eligible to accrue up to four
(4) weeks paid vacation per full calendar year, which shall accrue
on a monthly basis.
Eligibility for Severance
Following an Acquisition . In addition, in the event that your employment
with the Company is terminated by you for Good Reason or by the
Company or its successor without Cause at any time within 12 months
after (x) the sale of the Company by merger in which the
shareholders of the Company in their capacity as such no longer own
a majority of the outstanding equity securities of the Company (or
its successor); or (y) any sale of all or substantially all of the
assets or capital stock of the Company (other than in a spin-off or
similar transaction) or (z) any other acquisition of the business
of the Company, as determined by the Company’s Board of
Directors (an “Acquisition”), then the Company or the
acquiring corporation, as the case may be, subject to your
executing a comprehensive release agreement in a form and scope
acceptable to the Company, shall be obligated to pay you as
follows: (i) 12 months’ salary at your then current base rate
in 26 equal bi-weekly payments; (ii) the greater of (a) your then
current annual target bonus or incentive payment or (b) the most
recent annual bonus or incentive payment earned by you or paid to
you by the Company; (iii) if you are eligible for, and choose to
elect health insurance continuation in accordance with COBRA, the
Company will pay your premium payments under COBRA for a period of
12 months or, if earlier, until you commence employment with a new
employer; and (iv) payment, for a period of 12 months after your
termination of employment, of the premiums for life insurance,
supplemental life insurance and long-term disability insurance for
your benefit, under policies to be determined by the Company as
permitted by the applicable plans under which you were covered as
of your termination date (the payments and benefits described in
clauses (i), (ii), (iii) and (iv) above are collectively referred
to herein as the “Termination Payments”). The
Termination Payments shall be subject to all applicable federal,
state and local withholding, payroll and other taxes, subject to
the terms herein. If you are eligible to receive the Termination
Payments set forth herein, you will not be eligible to receive any
severance payments or benefits provided under any other agreement
between you and the Company, if any,
Letter to Gary Hall
January 26, 2005
Page 2
or under any Company policy or program.
Furthermore and for the sake of clarity, you shall not be eligible
to receive the Termination Payments described in his p
