Offer Letter - Systems Consulting Co. Inc. and Terry Nicholson
[LOGO] SCC
Optimizing Incentive-Driven Processes
5th Floor
537 Congress Street
Portland, Maine 04101
V: 207-774-3244
F: 207-772-8597
www.scc.com
July 23, 1999
Terry Nicholson
12433 Nicholas Lane
St. Louis, MO 63131
Dear Terry,
This letter confirms our offer of a full-time position as Vice
President of Business Development with Systems Consulting Company,
Inc. (SCC), at an annual salary of $160,000 beginning on or before
September 1, 1999. You will report directly to A. Leigh Powell, our
Chief Operating Officer. This offer is contingent upon a
satisfactory review of any references that you have supplied. Our
next New Employee Orientation Program will take place the week of
August 23, 1999 from 8:00 a.m. to 5:00 p.m. daily in our Portland,
Maine office.
You will receive options to purchase 30,000 shares of SCC common
stock pursuant to the 1997 Stock Plan at the current exercise price
of $7.50 per share. (As you may know, the exercise price must be
based on fair market value at the time of grant. If you are unable
to join the Company at your current estimated start date, the
exercise price may have to be increased, a matter over which we have
no control.) In addition to the 30,000 shares of SCC common stock
that you are able to purchase you will have the ability to earn
20,000 more based upon individual performance goals to be defined by
A. Leigh Powell. An annual bonus of 35% of your base salary will be
offered, but not guaranteed, based upon company performance. SCC
will reimburse you for reasonable expenses associated with your
office space in the St. Louis area and will also reimburse you for a
personal computer and any necessary software that you will need to
perform your job at SCC.
Enclosed for your review is information regarding the Immigration
Reform and Control Act of 1986 and a W-4 form for you to complete.
Upon accepting a position with SCC, the I-9 Form must be completed
to verify identity and employment eligibility as required by law.
You will be asked to complete the I-9 on your first day of
employment with SCC. Please bring appropriate documentation with you
at that time.
No provision herein is to be construed as a guaranty of continued
employment and all employees are employed at will. Any contrary
agreement must be in writing and must be signed by the Chief
Operating Officer of SCC. Moreover, this letter does not create any
such contrary agreement.
This offer of employment is contingent upon certain conditions
including your agreement to and execution of SCC's standard
Nondisclosure, Developments and Noncompete Agreement, included with
this letter, as well as a satisfactory review of any references
which you have supplied. Please sign and return to us in the
enclosed envelope the Nondisclosure. Developments and Noncompete
Agreement prior to beginning your employment with us.
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Finally, by signing this letter, you are representing to SCC that
you are not subject to any agreement that precludes you from
accepting this offer.
Please sign and return the Nondisclosure. Developments and
Noncompete Agreement, this letter and your completed WA form at your
earliest convenience. We believe you will find great satisfaction
and personal growth with SCC and we look forward to working with
you.
Sincerely,
/s/ Philip St. Germain/ RRB
Philip St. Germain
Chief Financial Officer
Enclosures
Accepted /s/ Terry Nicholson Date 7-28-99
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Terry Nicholson