Offer Letter - Systems Consulting Co. Inc. and Steven Hirschfeld
December 26, 1998
[LOGO]
SCC
Systems Consulting Company, Inc.
Suite 500
537 Congress Street,
Portland, Maine 04101
V: 207-774-3244
F: 207-772-8597
www.sccme.com
Mr. Steven Hirschfeld
Six Beth Court
Randolph, NJ 07869
Dear Steve:
This letter supercedes in its entirety that certain offer of
employment dated
December 24, 1998, which offer is of no further force or effect.
This letter confirms our offer of employment as Vice President -
Life Sciences Sales with Systems Consulting Company, Inc., (SCC) at
an annual base salary of $180,000. You will report directly to
Gerald O'Connell, CEO. You will be responsible for building and
directing the sales team that will sell SCC's products to
Pharmaceutical, Medical & Surgical Companies (collectively "life
sciences companies"), as well as Consumer Goods business units
within those Life Sciences Companies, worldwide. Your start date
will be January 11, 1999. You will spend a week in February in New
Employee Orientation.
Your 1999 bonus and commission plan is outlined below:
Bonus -- paid quarterly Q1 - $15,000 Guaranteed. (Q1 revenue
objective is $2,500,000
Q2 - $15,000 Guaranteed. (Q2 revenue
objective is $2,500,000
Q3 - $10,000 based on achieving revenues
of $2,500,000.
Q4 - $10,000 based on achieving revenues
of $ 3,000,000.
Notes: the Q1 and Q2 bonuses will be
paid early, as discussed earlier with
Gerry O'Connell. This will be paid with
your first regular payroll upon joining
the company. These bonuses are upon
reasonable and mutually agreed upon
goals, at this point believed to $10.5
Million in annual license revenues.
Commission 0.5% on first $4.0 million of license
revenues (up to $20,000)
1.0% on second $4.0 million of license
revenues (up to $40,00
1.5% on third $4.0 million of license
revenues (up to $60,000
1.75% on all license revenues in excess
of $12.0 million.
<PAGE>
Overachieve Bonus Upon license revenues under your
direction reaching $12.0 million, you
will receive a bonus of $30,000.
Additionally, up license revenues under
your direction reaching $15.0 million in
1999, you will receive an additional
$40,000.
Note: Here and in all other references
to license revenues, we are defining
revenues as recognized revenues.
Draw For the first six months of your
employment, you will receive a
non-recoverable draw against commissions
of $2,000 per month. Thereafter, you
will receive a recoverable draw against
commissions of $2,000 per month.
Options You will receive 200,000 incentive stock
options at the current exercise price of
$3.79 per share, vesting 25% annually
from your date of hire.
In the event of sale of the company or
its substantial assets, merger with
another company, and/or change of
control of the company, 50% of all then
non-vested options will vest at that
time, and the remainder of non-vested
options will accelerate to fully vest
within 12 months of such event, provided
that if the Board of Directors should
determine, upon receipt of a written
opinion of the Company's independent
public accountants, that giving effect
to this provision for acceleration would
preclude accounting for any proposed
business combination of the Company with
another entity as a pooling of
interests, and the Board otherwise
desires to approve such a proposed
business combination which requires as a
condition to the closing of such
transaction that it be accounted for as
a pooling of interests, then this
acceleration provision shall be null and
void.
You will also be given the opportunity
to earn incremental stock options, based
on performance, as part of each annual
compensation plan to be defined by Gerry
O'Connell.
<PAGE>
Severance In the event that you are terminated
other than for cause (cause being
defined as dishonesty or criminal
activity) in the first twenty-four
months of your employment with SCC its
successor, successors or assigns you
will receive a severance package equal
to twelve months of your base pay (at
the time of the severance) together with
all accrued bonuses and commissions. If
you are terminated after twenty-four
months of service, you will receive six
months severance equal to your base pay
(at that time) and any accrued bonuses
and commissions.
The above severance will also be paid
upon your resignation following a change
of control or management which alters
your duties or responsibilities or
compensation, or renders working
conditions unreasonable.
Car Allowance You will receive a $500 monthly car
allowance and the typical IRS rate of
$.16 per mile for employees with a car
allowance.
SCC will provide written performance evaluations semi-annually.
Enclosed for your review is information regarding the Immigration Reform and
Control Act of 1986. 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 an I-9 on your first day of employment with SCC.
Please bring the appropriate documentation with you at that time. You are also
required to sign SCC's standard Nondisclosure, Developments and Noncompete
Agreement as a condition of your employment.
By signing this letter, you are representing to SCC that you are not subject to
any agreement, which precludes you from accepting this offer.
Please sign and return this letter at your earliest convenience. We believe you
will find great satisfaction and personal growth with SCC and we look forward to
working with you.
<PAGE>
Sincerely,
/s/ Philip M. St. Germain 12/26/98
-------------------------------- ------------
Philip M. St. Germain, CFO Date
Accepted,
/s/ Steven Hirschfeld 12/26/98
-------------------------------- ------------
Steven Hirschfeld Date