Sample Business Contracts

Offer of Employment Letter - CAIS Internet Inc. and Amit Rikhy

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March 15, 2001

Mr. Amit Rikhy
4413 Torrey Pines Drive
Chino Hills, California  91709

Dear Amit:

Cais Internet, Inc. ("CAIS", or the "company") is pleased to extend to you an
offer of employment as Senior Vice President of Strategic Planning ("SVP,
Strategic Planning"), subject to a satisfactory background check and approval by
the board of directors of CAIS (the "Board"), on the following terms and

     1.   You will report to the Chief Executive Officer (the "CEO"). Your
          principal duties will consist of managing the business development
          functions of CAIS, including significant participation in developing
          financial strategies, assisting in the contemplated recapitalization
          of the company, and generally working closely with the CEO to create a
          financially successful enterprise. Your full-time employment with CAIS
          will commence on March 19, 2001.

     2.   In consideration of your performance of the above duties you will
          receive compensation as follows, so long as you are in the employ of
          CAIS as its SVP, Strategic Planning:

          A.  Base Salary. Your base salary will be $225,000 per year, payable
              in accordance with CAIS' normal payroll practices. You will be
              eligible for annual salary reviews and adjustments, based on
              performance and at the discretion of the Board.

          B.  Annual Bonus. You will be eligible for an annual bonus ranging
              from 0% to 50% of your base salary, with the maximum targeted
              bonus equal to 50% of your base salary (the "Target Bonus"), based
              upon CAIS' performance and the achievement of individual and
              company goals and objectives, as mutually and reasonably agreed
              upon by you and the Board. Within your first year of employment,
              $50,000 of this bonus will be guaranteed and payable in equal
              quarterly installments (upon the close of each of the company's
              fiscal quarters, beginning with the close of the second quarter of
              fiscal year 2001) (the "Guaranteed Bonus"). Also, to the extent
              that your performance, and that of the company's, exceeds mutually
              agreed upon goals and objectives, the Board will consider, in its
              sole discretion, the payment to you of additional "out-
              performance" bonus amounts. With the exception of the Guaranteed
              Bonus, any additional bonus amounts will be paid subsequent to
              each fiscal year end, in accordance


              with CAIS' normal practice of paying annual bonuses. With the
              exception of the Guaranteed Bonus, any additional bonus amounts
              payable in respect of your first year of employment will be
              prorated based on that portion of fiscal year 2001 for which you
              are employed. Also, with respect to any annual bonuses, you must
              be in the employ of CAIS at the time such bonuses are paid to
              receive any applicable bonus otherwise payable in respect of the
              preceding fiscal year.

          C.  Signing Bonus. Upon your acceptance of the terms of this offer,
              evidenced by your signature below, and upon approval by the Board
              of such terms, you will be eligible to receive a one time signing
              bonus of $40,000, with such bonus to be paid to you within five
              business days after your commencement of your duties as SVP,
              Strategic Planning.

          D.  Benefits. Generally, you will be provided employee benefits
              commensurate with benefits provided to other CAIS employees in
              executive positions, including, to the extent that CAIS offers a
              401(k) plan, participation in this plan in accordance with the
              company's participation policies. Additionally, premiums for
              medical, dental, and vision coverages, and any premiums for life
              insurance coverages, will be paid by CAIS, subject to required
              employee deductibles, exclusions, co-payments, and waiting

          E.  Vacation. You will receive four weeks paid vacation during each
              year following your commencement of employment with CAIS. You
              shall be eligible to take any accrued vacation following your
              first six months of employment with CAIS.

          F.  Incentive Equity. You understand that CAIS is attempting to
              recapitalize its operations, and in conjunction with such attempts
              to recapitalize (the completion and certainty of which cannot be
              guaranteed), CAIS intends to provide you with stock options in the
              recapitalized company. If and when a successful recapitalization
              of the company occurs, and to the extent you are employed by the
              company at that time, you will receive options to purchase six
              tenths of one percent (0.6%) of the shares of common stock of the
              company (the "Common Stock"), on a fully diluted basis at such
              time. These options will vest in equal quarterly installments over
              a four-year period. Upon the occurrence of a change of control of
              50% or more of the fully diluted ownership of the company (a
              "Change of Control"), or upon termination of your employment by
              the company without cause, vesting of these options will
              accelerate and the options will immediately become 100% vested and
              exercisable, provided that, in the event of a Change of Control,
              you must continue to be employed with the company through such
              triggering event.

          G.  Performance Based Incentive Equity. In addition to the incentive
              equity described in Paragraph F above, and also subject to the
              successful recapitalization of the company, additional options
              equal to up to four tenths of one percent (0.4%) of the Common
              Stock, on a fully diluted basis at such time, subject to you and
              the company meeting certain performance objectives to be
              determined by the Board. If granted, these performance based
              options would be vested and fully exercisable upon the earlier to
              occur of a) a Change of Control, b) termination of your employment
              by the company without cause and c) the eighth anniversary of the
              date the options are granted.


            The terms and conditions of your stock options described in Sections
            F and G above will be similar to those of options held by other CAIS
            managers in executive positions, and will be governed by the
            definitive option agreement to be entered into by and between you
            and CAIS. Please note that CAIS' financial structure and future
            capitalization is uncertain at this time, and therefore this offer
            is a good faith attempt to outline our present incentive
            compensation intentions and cannot be relied upon as a guarantee of
            the grant of any stock-based awards in the event no recapitalization

     3.  You have agreed to relocate to the Washington, D.C. area no later than
         December 31, 2001. At the sole discretion of the Board, this relocation
         date may be extended. Upon relocation to the Washington, D.C. area,
         CAIS will pay, or will reimburse you for, your actual, reasonable, out-
         of-pocket moving expenses from your home in the Los Angeles, California
         area, including such reasonable costs associated with moving, storage,
         and up to 90 days of temporary housing. During such period when you may
         utilize temporary housing, you will be responsible for all incidental
         charges associated with your stay in temporary housing (e.g., telephone
         charges, meals, dry cleaning, etc).

         Until such time as you relocate, CAIS will also reimburse you for the
         reasonable travel costs associated with assuming your new
         responsibilities, including such reasonable costs associated with
         airfare, housing, meals, and car rental. All moving and relocation
         expenses must be pre-approved in advance by CAIS. Detailed receipts and
         proof of payment must also be submitted for reimbursement. If for any
         reason you terminate your employment with CAIS within the first 24
         months of employment, except in the case that your duties, title, or
         compensation have been materially reduced during this twenty four month
         period, you agree to reimburse CAIS for all such expenses on a pro rata
         basis, based upon 24 months less the number of months that you were
         actually employed by CAIS.

     4.  This offer does not constitute an agreement of guaranteed employment
         for any specific term. Your employment with CAIS is "at will," and may
         be terminated by you or by us at any time, provided, however , that you
         may only terminate your employment following thirty (30) days advanced
         written notice to the company of such termination (which notice
         requirement may be waived by CAIS). If your employment is terminated
         without cause by CAIS, under either current ownership or a successor
         owner of 50% or more, you will be entitled to payment, in equal
         installments over 12 months, of an amount equal to one times your then
         base salary, plus a lump sum payment equal to your Target Bonus, on a
         pro rata basis, based upon 12 months less the number of months that you
         were actually employed by CAIS during the fiscal year in which your
         employment is terminated, payable at such time as annual bonuses are
         normally paid.

     5.  You also agree to be bound by a covenant not to disclose confidential
         information of the company and its affiliates (other than as required
         by a court of competent jurisdiction or with the consent of the Board)
         at all times during and after your employment with CAIS. For one year
         after termination of your employment with CAIS, you also agree to be
         bound by a covenant not to compete with the company, with this covenant
         being specific to the regions and specific product offerings being
         provided by CAIS, and by a covenant not to raid its customers, clients,
         or employees.


To document your acceptance of the above terms, please sign and date the
enclosed copy of this letter where indicated below and return the signed copy to
me.  Amit, we are excited that you have accepted our offer of employment and we
look forward to having you on the CAIS team.


William M. Caldwell, IV
President and Chief Executive Officer

Accepted and Agreed this ___ day of ______________, 2001:

Amit Rikhy