EXHIBIT 10.2
[WFI LETTERHEAD]
August 13, 1999
Brad Weller e-mail: brad.weller@Mosaix.com
7005 NE Baker Hill Road
Bainbridge Island, WA 98110
Dear Brad:
As discussed during your recent interviews with WFI, we are a rapidly growing
company seeking above average professionals wishing to contribute their skills
and talents in an entrepreneurial environment of growth and individual success.
We believe you to be that type of individual, and are therefore pleased to offer
you the position of General Counsel and Vice President, Legal Affairs, reporting
to Massih Tayebi, Chief Executive Officer, in San Diego, CA. This letter is our
formal offer of employment and requires your written acceptance within ten days
of the date of this letter. If you accept this offer, we expect you to begin
work at WFI as soon as possible.
Your monthly salary will be $12,500 ($150,000 annualized) paid semi-monthly,
commencing on your actual date of employment and subject to such withholdings as
required by law. Your position is considered exempt, and therefore, you are not
eligible for overtime payments. Based on your work performance and WFI annual
financial performance, you may be eligible for a bonus of up to 50% of your base
salary at the Company's sole discretion on an annual, pro-rata calendar year
basis beginning for the year 1999. You must be on the active payroll at the time
of payment in the year 2000 in order to qualify.
WFI will pay for the expense for you to apply for the California State Bar
membership and associated expenses including a preparation course for the
California State Bar exam. Total expense related to this effort is limited to
$2,000. Additionally, WFI will reimburse, through the normal course of business
expense submittal, the costs of your membership in the American Bar Association,
the Washington State Bar Association, and the American Corporate Counsel
Association, as well as the reasonable cost of education requirements to
maintain such memberships as approved pursuant to normal Company policies.
WFI will pay for your physical relocation of household goods and auto to the San
Diego area by a corporate mover selected by WFI. Additionally, WFI will
reimburse you up to six (6) months living allowance ($1,700 per month); up two
(2) months automobile rental of a standard mid-size if necessary; up to 4 round
trip coach airline tickets for you to secure the sale of your residence and
relocate; and one one-way coach airline tickets for your family to fly to San
Diego.
Enclosed is an application for employment and background consent waiver that
must be completed entirely and faxed back to Kristi Buchner, Human Resources
Assistant, at (858) 824-0967 immediately. Also enclosed is an employment package
that must be completed entirely and returned to Kristie Buchner, Human Resources
Assistant, at the above address prior to employment. Your employment or
continued employment is contingent upon successfully passing this background
investigation.
You will he entitled to 10 days of vacation per year accrued on a per pay period
basis and prorated for the calendar year. This vacation policy is consistent for
all employees. You will be accorded the same fringe benefits as provided to all
other new employees. Benefits you elect may require employee contributions that
will be withheld from your compensation on a TAX-FREE basis as appropriate.
These benefits may be subject to change at anytime.
You will also be granted 55,000 stock options subject to Board approval which
vest at 25% per year over a four year period from the date of commencement of
employment. The option price will be established as of the date of Board
approval. If you choose to leave WFI prior to the vesting date of any part of
the Stock Options you will lose the right to those stock options. Should WFI be
acquired or merged and the new company control more than 50% of the Board of
Directors, or if, as a result of the acquisition or merger the shareholders of
the Company prior to the transaction result in owning less than 50% of the new
company immediately after the acquisition or merger, (or if, you resign due to a
reduction of annual base salary or loss of title, duties or management status or
responsibilities, or if you are asked to relocate), the Company will pay you a
severance amount equal to six months base salary and all of your unvested
options will immediately become vested upon termination of your employment.
Your employment is on an "at-will" basis, Therefore, either you or WFI may
terminate your employment at any time, for any reason, with or without cause.
The "at-will" nature of your employment can only be changed in writing and
signed by the Vice President, Human Resources. Additional terms of your
employment will be set forth in the WFI Employee Handbook, as revised from time
to time.
You shall not at any time during the term of your employment, or after your
employment has been terminated, disclose to third parties, utilize for your own
benefit, or otherwise make use of any of the WFI's trade secrets or other
confidential or proprietary information concerning WFI, except to the extent
necessary to carry out your obligations to WFI.
Any controversy or claim arising out of, or relating to your employment
relationship with WFI, and any agreements hereafter entered into between you and
WFI in connection with your employment relationship, shall be settled by binding
arbitration in accordance with the then current Employment Dispute Resolution
Rules (the "rules") of the American Arbitration Association, to the extent such
rules do not conflict with any provision of this paragraph. Such Arbitration
shall be held in San Diego, California, before a single arbitrator selected in
accordance with the Rules. Each party shall bear its own costs and expenses and
an equal share of the arbitrator's and administrative fees of any arbitration
under this paragraph. Any award, order or judgment pursuant to arbitration under
this paragraph shall be deemed final and binding and may be entered and enforced
in any state or federal court of competent jurisdiction. Both you and WFI agree
to submit to the jurisdiction of any such court for purposes of the enforcement
of any such award, order or judgment.
The terms of this letter shall become effective only upon execution of this
agreement by both you and WFI. Therefore, if you accept this employment offer,
please sign below and immediately send this letter to the undersigned so the
appropriate WFI representative can execute this agreement on behalf of WFI, at
which time the terms in this letter will become effective. As a term of
employment, you must also sign and return to us the enclosed Proprietary
Information and Innovations Agreement. You additionally hereby verify you have
no ongoing employer/employee relationship with any former employers, and further
agree not to recruit or cause to be recruited any employee of WFI for two years
following your employment relationship with WFI.
This letter and the enclosed Proprietary Information and Innovations Agreement
constitute the entire agreement between you and WFI regarding your employment.
All prior or contemporaneous agreements, promises, communications and/or
understandings between you and WFI, whether written or oral are superseded by
this letter and the Proprietary Information and Innovations Agreement. These
agreements may be modified or changed only by a written agreement endorsed by
the Vice President of Human Resources.
Brad, we look forward to you joining the WFI team. Please do not hesitate to
contact me (858) 450-7323 if you have any questions.
Very truly yours, Accepted and Agreed:
Wireless Facilities, Inc.
/s/ John F. Hodgson /s/W. Brad Weller 8/16/99
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John F. Hodgson Candidate Signature Date
Vice President, Human Resources