Exhibit 10(m)
January 12, 2005
Mr. Perry Beadon
640 Patriot Road
Southbury, CT 06488
Dear Perry:
I am pleased to offer you the position of Senior
Vice President, Global Sales. The terms of the offer are as
follows:
Base Salary: You will be entitled to an annualized base
salary of $245,000.
Annual Cash Bonus: You will be eligible for an annual cash bonus
based on Company performance at a target of 60% of base
salary.
Equity Awards: Upon hire, the Company will grant you options to
purchase 190,000 shares of Company common stock pursuant to the
Company’s 2003 Stock Option Plan and 60,000 shares of
restricted stock. The restricted stock award is contingent on
shareholder approval of a new equity plan. The terms of the option
and restricted stock awards are described as follows and will be
outlined in a non-qualified stock option agreement and a restricted
stock award agreement which will be given to you upon
hire.
Stock Options
The options consist of a time vesting option to
purchase 63,333 shares of stock, and a performance vesting option
to purchase 126,667 shares of stock. The options will be granted on
your hire date at “fair market value”.
The time option vests and becomes exercisable
over three years in three equal installments on your 1
st , 2 nd and 3 rd employment
anniversary.
The performance option vests and becomes
exercisable with respect to one-third of the shares covered by the
performance option on the last day of each of the Company’s
fiscal years 2005, 2006, and 2007, but only if the average daily
closing share price of the Company common stock during the last
quarter of such fiscal year equals or exceeds the “share
price target” for such fiscal year. The share price targets
for fiscal years 2005, 2006, and 2007 are $9.50, $12.00, and
$14.50, respectively. The performance option includes a cumulative
catch-up feature, so that, to the extent any shares do not vest
with respect to a fiscal year because the share price target for
such fiscal year is not met, such shares may vest and become
exercisable in a subsequent fiscal year if the share price target
for such subsequent fiscal year is met. However, any shares that
are not vested and exercisable as of the end of fiscal year 2007
shall be immediately terminated and canceled.
Mr. Perry Beadon
January 10, 2005
Page 2 of 3
Restricted Stock : One-third of the shares of the restricted
stock vest on the last day of each of the Company’s fiscal
years 2005, 2006, and 2007, subject to the Company’s
attainment of 100% of the performance target for such fiscal year
(this target will be identical to the target for such year under
the Company’s executive bonus plan), provided that, if the
Company attains or exceeds 90% of the performance target for a
fiscal year, but less than 100% of such target, then 50% of the
restricted stock vesting portion will vest in respect of such
fiscal year on the applicable vesting date. To the extent that any
shares do not vest on the applicable vesting date, those shares are
forfeited.
Benefit Programs and Coverages:
At employment you will be eligible
for medical, including an executive physic
