Sample Business Contracts

Offer Letter - Systems Consulting Co. Inc. and Thomas Mucher

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                                                       January 6, 1998

Systems Consulting Company, Inc.

537 Congress Street, Suite 500
Portland, Maine 04101
V: 207-774-3244
F: 207-772-8597

            Mr. Thomas Mucher
            6405 Dunmoor Drive
            Plano, TX 75093

            Dear Tom:

            This letter will confirm our offer of Vice President - Professional
            Services with Systems Consulting Company, Inc. at an annual base
            salary of $147,000 beginning on or about February 9, 1998.

            You will be eligible for a base performance bonus in 1998 of $25,000
            for achieving recognized training and consulting revenues of $1.5
            million in 1998. Additionally you will receive a further 1998 bonus
            equal to three percent (3.0%) of recognized training and consulting
            revenues in excess of $1.5 million. Your initial year's bonus shall
            be paid quarterly in arrears as follows: 10% of the bonus within 45
            days after the end of the first quarter; 20% within 45 days after
            the end of the second quarter; 30% within 45 days after the end of
            the third quarter and 40% within 45 days after the end of the fourth
            quarter. In each succeeding year, you shall be eligible to receive a
            bonus based upon your successfully achieving goals and objectives
            mutually established between you and the President of the Company.

            In addition, you will receive options to purchase 2,400 shares of
            pre-split SCC common stock pursuant to the 1997 Stock Plan, a copy
            of which is attached, at the current exercise price of $75.00 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 the event that SCC is acquired or merges with another company,
            you shall be entitled to a fifty percent (50%) acceleration in the
            remaining number of options granted to you once you have been
            employed by SCC

            for twelve months.

            SCC will pay the usual and customary moving expenses incurred by you
            in relocating from Plano, Texas to the Portland, Maine area in such
            a fashion as to negate any tax impact. As soon as practicable, you
            will need to provide SCC with an estimate of all of your estimated
            moving expenses for purposes of establishing a mutually agreeable
            budget amount.

            Enclosed for your review is information regarding the Immigration
            Reform and Control Act of 1986. Upon accepting a position at 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
            Form on your first day of employment at SCC. Please bring the
            appropriate documentation with you at that time.

            This Agreement may be terminated by either party upon thirty days
            written notice. If SCC terminates this Agreement before August 15,
            1998, you shall be entitled to receive a severance of continued
            compensation for six months following termination which includes
            salary, accrued bonuses and benefits. In the event that you are
            terminated on or after August 16, 1998 and prior to February 15,
            1999, you will receive a severance of six months compensation and
            the vesting of your options will accelerate by twelve months from
            the date of termination.

            No provision herein is to be construed as a guaranty of continued
            employment and all employees are viewed as at will employees. Any
            contrary agreement must be in writing and must be signed by the
            President of SCC. Moreover, this letter does not create any such
            contrary agreement.

            This offer is contingent upon certain conditions including your
            agreement to and execution of SCC's standard non-competition and
            confidential information agreement, a copy of which is included
            herein, the execution of the enclosed Trade Secret Disclosure as
            well as a satisfactory review of any references which you have

            Finally, by signing this letter you are representing to SCC that you
            are not subject to any agreement which precludes you from accepting
            this offer.


            I would appreciate your signing and returning the enclosed copy to
            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.


                                                /s/ Philip M. St. Germain

                                                Philip M. St. Germain
                                                Chief Financial Officer

            Accepted /s/ Thomas Mucher       Date 1/7/98
                     ------------------           ----------
                     Thomas Mucher

            cc: Alan Hyman
                Mark Tilly