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EXHIBIT 10.05
September 5, 2000
Earl C. Charles
19200 Bountiful Acres
Saratoga, CA 95070
Dear Earl,
All of us are very excited about you accepting the CFO position of our firm. I
have put in writing the compensation plan that we discussed.
POSITION: Senior Vice President, CFO
START DATE: To be determined, but as soon as possible
SALARY: BASE: $300,000 per year.
CASH INCENTIVE: $150,000 per year at 100% of
goals. Goals to be mutually agreed upon
between the Board and yourself. This
incentive will be uncapped, so that if goals
are exceeded, the cash incentive can be
larger than $150,000 per year.
ADDITIONAL BONUS: You will receive an
additional bonus of $50,000 as an incentive
to move towards an IPO as quickly as
possible. This cash bonus will be payable on
the first day of your employment.
SHARE OWNERSHIP: Cupertino Electric will offer to sell you
301,278 shares (representing approximately 1%
of the shares outstanding) at a price of
$7.50 per share. These shares will be paid
for with a note to Cupertino Electric at
prime and secured by the stock and will vest
at 25% per year for four years. The first 25%
of the shares offered will become fully
vested the day the company becomes public if
earlier than one year from the start of your
employment. You will also be asked to sign a
form of shareholder agreement in connection
with your shareholding which will provide for
the vesting through repurchase rights and for
other terms comparable to those of other
shareholder executives in the company. It is
our intent to also establish an employee
stock option program in which you would be
eligible for periodic option grants.
VEHICLE: An automobile will be provided in accordance
with the Company's auto leasing policy. The
monthly lease rate for your position is
$800.00 per month.
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[LOGO]
Richard Powers
June 30, 2000
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MEDICAL
INSURANCE: You and your family will be eligible for
major medical insurance as carried by CEI.
VACATION: Vacation eligibility and amount is per the
CEI Employee Handbook.
PROFIT SHARING/
401K PLAN: You will be eligible for the 401K Plan per
the summary plan's description of rules and
regulations. You will become eligible for
Profit Sharing after the completion of one
full calendar year of service (January 1
through December 31).
Cupertino Electric, Inc. is an at-will employer therefore you will be employed
on an at-will basis. Any other employment agreements beyond what is indicated
above must be made in writing and signed by both you and an officer of the
Company.
Once again Earl, we are all very excited about you becoming part of our team. We
are anxious to move forward with our IPO and beyond and feel that with you on
board, this will happen not only quickly but with great success.
Sincerely,
CUPERTINO ELECTRIC, INC.
/s/ JAMES S. RYLEY
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James S. Ryley
Chief Executive Officer