Offer Letter = ATG Inc. and Fred Feizollahi
ATG INC.
ALLIED TECHNOLOGY GROUP
Mr. Fred Feizollahi
4089 Terra Alta Drive
San Ramon CA, 94583 February 20, 1995
Dear Fred,
Allied Technology Group, Inc., (ATG) is pleased to extend to you an employment
offer with the following responsibilities, position, salary, benefits,
incentives and conditions.
1. Responsibilities. Your responsibilities will be management of our Western
operations which includes execution of projects handled by our Fremont
office and waste treatment services contracts handled by our Richland
Facility. Although your home office will be Fremont, frequent travel to the
Richland plant may be needed.
2. Position. Initially you will have two positions, Manager of Richland
Facility, and Manager of Western Projects. After six months when you've
become thoroughly familiar with the company projects and financial
operations, you will be promoted to the position of a vice president
responsible for our Western operations.
3. Salary. As your starting salary with ATG, we will match your current salary
at Morrison Knudsen Corporation. Upon acceptance of this offer, please
submit a paycheck stub that shows your current MK salary. Furthermore, your
salary will be subject to review within six months and annually thereafter.
4. Benefits. Standard company benefits. ATG 401K contribution is discretionary
and any such contribution will depend on the company profitability.
5. Incentives. The following incentives are offered to you.
a. Stock bonus. 5000 shares for each year of employment with ATG and for
the next five years. The stock bonus options will be terminated at the
end of the five years and a new arrangement will be negotiated with
you.
b. Stock incentive. The annual base stock bonus of 5000 will be increased
depending on the ATG annual sales. The additional stock incentive
provided to you will be 1000 shares for each $1,000,000 ATG annual
sale increase over and above the sales in the base year which is
designated to be 12/30/1995. For example, if the ATG annual sale in
1996 is twenty five million as compared to twenty million is 1995, an
additional 5000 stocks will be given to you. The stock incentive
option is subject to minimum company after tax profit of 10%, or
proportional reduction on the stock incentive will occur. For example,
if the company profit is zero, no stock incentives will be given to
you. If profit is 5%, only half of the stock incentives will be issued
to you.
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ATG INC.
Fred Feizollahi
Page 2 of 2
2/20/95
ALLIED TECHNOLOGY GROUP
c. Stock purchase option. We will give you the option to purchase ATG
shares at $7.5 per share after ATG is taken public. Beginning with the
initial public offering (IPO) you will have an option of purchasing
100,000 shares during a five period (20,000 shares at IPO and 20,000
shares per year thereafter).
d. Cash bonus. A standard bonus program will be established for all ATG
employees. You will be subject to this cash bonus program.
6. Conditions. The following conditions will apply to your employment.
a. Issuance date. All bonus and incentive stocks will be issued to you
before January 31 of the following year except as noted below.
a. Initial Public Offering (IPO). ATG currently plans to take the company
public in the 1996-97 time frame. Immediately upon IPO, you will
receive a minimum of three years of bonus stock (see 5a above) and all
of the incentive stocks (see 5b) issued to you as of the date of IPO.
b. Severance. If at any time before the next three years ATG decides to
termite your employment, ATG will immediately issue to you a minimum
of three years of the bonus stocks (see 5a above) and all of the
incentive stocks (see 5b) that have been issued to you as of the date
of your termination. Furthermore, if ATG offers to purchase back all
of your share you must agree to sell them it $7.50 per share. If ATG
does not offer to purchase back your share, ATG will pay you $5,000
(five thousand dollars) per month for a period of 12 (twelve) months
after your termination.
We look forward to see you on board as an ATG employee. Please indicate
your acceptance of this offer by returning a signed copy of this offer letter.
Sincerely,
Frank Chiu
Executive Vice President
________________________________________
Offer accepted, Fred Faramarz Feizollahi