Employment Agreement - CCBN.com Inc. and Lawrence P. Begley
CCBN.COM
200 Portland Street--5th Floor
Boston, MA 02114
March 6, 2000
Mr. Lawrence P. Begley
[Address]
Dear Larry,
Please accept this letter as a formal offer to join CCBN as Executive Vice
President and Chief Financial Officer In addition to your role as CFO, I would
expect you to become an active member of our to-be-formed Executive Committee as
well as take on all of the responsibilities associated with the investor
relations function.
As we discussed, your primary focus as CFO will be on all of the financial
aspects of CCBN. Your financial responsibilities will include, but not be
limited to: payables, receivables, budgeting, capital expenditures, leases, SEC
reporting, preparation of monthly, quarterly, and annual financial statements,
preparation of our Annual Report and interfacing with Wall Street as well as
with our auditors. In addition, I would expect you to be actively involved in
helping senior managers at CCBN develop business and product strategies as well
as strategic third party relationships. As CFO, you will report directly to me.
CASH COMPENSATION
Your starting date will be March 6, 2000, and your starting salary will be set
at $200,000 per year with a bonus range of 0-50% of your base salary. Your bonus
will be based on a combination of objective and subjective measures, which we
will need to work out within a few weeks of your joining us. In addition, you
will receive normal health and other benefits currently in place for CCBN
executives.
STOCK OPTIONS
In addition to the above cash compensation, a major part of your decision to
join CCBN was based on receiving a meaningful number of stock options. Subject
to Board approval, I am prepared to recommend to the Board an option package
that would provide you options to purchase 600,000 shares of CCBN. Based on our
current capitalization, this would represent approximately 3.25% of the company
and would make you our fifth largest shareholder on a fully diluted basis.
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Mr. Lawrence P. Begley
Page 2
I will recommend to the Board that 300,000 of these options be priced at $5.37.
In addition, if the Company completes an initial public offering before December
31, 2000, you will be granted an option for an additional 300,000 options priced
at the IPO price. If the Company does not complete a public offering by December
31, 2000, you will be granted, on December 31, 2000, an option for 300,000
shares at $5.37 per share.
These options will vest as follows: 180,000 (30%) on March 6, 2001, 52,500 on
June 6, 2001, 52,500 on September 6, 2001, 52,500 on December 6, 2001, 52,500 on
March 6, 2002, 52,500 on June 6, 2002, 52,500 on September 6, 2002, 52,500 on
December 6, 2002, and 52,500 on March 6, 2003.
In addition, we have agreed that all of your options will receive accelerated
vesting as described below:
o 100% of all options will vest upon a change of control
o If the Company completes an initial public offering and the market
price of its stock increases by 50% or more above the offering price
and stays at that level or above for 45 consecutive days, the date
upon which all options not then exercisable shall become exercisable
shall be accelerated by 1 year.
o If you die or become disabled, the date upon which all options not
then exercisable shall become exercisable shall be accelerated by 1
year.
Your option package as well as your cash compensation will be subject to annual
review with appropriate adjustments for additional responsibilities, as well as
attainment of both your individual and our corporate goals.
STOCK PURCHASE
Upon joining CCBN, you have also expressed an interest in purchasing some
additional shares of the company. Subject to Board approval, you may purchase
374,067 shares of stock at $5.37. Of this total of 374,067, 149,067 shares may
be purchased by you without restrictions. The remaining 225,000 of these shares
will be subject to a reverse vesting provision, allowing the company to
repurchase at $5.37 per share a portion these shares if you terminate within 3
years from March 6, 2000. The amount that the company can repurchase will be
determined consistent with the vesting schedule of your stock options described
above -- i.e., if your employment is terminated prior to March 6, 2001, the
company may repurchase all 225,000 shares at $5.37; if you terminate during the
period March 7, 2001 to June 6, 2001, the company may repurchase 205,312.5
shares at $5.37, etc.
This purchase would be financed as follows: you will pay the company
$1,408,746.90 and the Company will loan you the balance of $599,992.90, for
which you will sign a promissory note. The terms of this note will be as
follows: principal will be due in 12 equal quarterly installments beginning on
March 6, 2001 with interest at 1% below prime. This note will be secured by the
shares of stock.
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Mr. Lawrence P. Begley
Page 3
Larry, I think that this covers everything that we discussed. Both Rob Adler and
I are very excited about having you join CCBN, and believe that you can be a
major contributor to helping us grow CCBN into becoming very valuable
enterprise. I believe that the economic package that I have detailed above both
reflects the importance of having you as a member of our senior management team,
and also provides you with a very meaningful economic opportunity.
Lastly, some legal formalities. Upon joining CCBN, you will need to sign our
standard nondisclosure, non-compete agreement. The Immigration Reform and
Control Act requires us to send you the Form-9m, which we will do under separate
cover.
Please feel free to call me if you think that I have left anything out or if you
would like to discuss any aspects of this proposal in more detail. I look
forward to hearing from you at your earliest convenience.
Sincerely,
/s/ Jeffrey P. Parker
______________________________
Jeffrey P. Parker
Chairman & CEO
Accepted by:
/s/ Jeffrey P. Parker /s/ Lawrence P. Begley
______________________________ ______________________________
Jeffrey P. Parker Lawrence P. Begley
CCBN.COM Chairman & CEO