January 18, 1996
VIA FACSIMILE (770) 410 - 0377
Mr. Mikhail Drabkin
10050 Feather Sound Court
Alpharetta, GA 30202
Re: Employment with Spectrum Information Technologies, Inc.("Spectrum")
Dear Mikhail:
I am writing to confirm our agreement that Spectrum has
offered and you have accepted employment as Chief Technical
Officer commencing on or before March 21, 1996 on the following
terms. You will be paid in accordance with Spectrum's regularly
scheduled payroll a base salary of $195,000.00 per annum. In
addition to the base salary, you will be entitled to a starting
bonus of $45,000.00 payable in equal parts on your Start Date and
the first anniversary thereof provided that you are an employee
of Spectrum on this first anniversary. Spectrum will pay you a
bonus on the first anniversary of your Start Date of at least
$25,000.00, provided, however, that such bonus may be increased
up to $55,000.00 based on your satisfactory completion of
performance objectives to be mutually established and that you
are an employee on such anniversary.
Additionally, following confirmation of Spectrum's plan of
reorganization in Spectrum's pending chapter 11 bankruptcy
proceeding (the "Confirmation"), including the approval of the
allocation of equity to Spectrum's management therein, you will
be granted 0.25% of Spectrum's recapitalized equity provided that
you are an employee of Spectrum on the date of Confirmation.
Following Confirmation, including approval of a stock option
plan, Spectrum shall grant to you an option to purchase one (1)
percent of Spectrum's outstanding and issued common stock at such
time with an exercise price equal to the fair market value of
Spectrum's common stock at such time. Such options are to vest in
equal parts on each of the first three anniversaries of your
Start Date. Such options shall terminate when you cease
employment with Spectrum unless the plan pursuant to which they
are issued provides otherwise. Notwithstanding the foregoing,
such options will immediately vest and remain exercisable
pursuant to the plan under which such options were issued
following a change in control of Spectrum that occurs following
Confirmation. For the purposes of this agreement, a change in
control shall be defined as an acquisition by a single person or
group of persons acting in concert of more than fifty (50)
percent equity ownership of Spectrum. You will be entitled to a
severance payment of one (1) year's base salary in the event that
your employment is terminated following Confirmation for any
reason other than just cause, which for the purposes of this
agreement shall be defined as dishonesty, willful misconduct,
gross negligence or failure to discharge fully and faithfully and
to the best of your ability the duties imposed on you. Spectrum
and you acknowledge and agree that there can be no such
assurances that Spectrum's plan of reorganization will be
confirmed. In the event that Spectrum's bankruptcy does not
result in a confirmed plan of reorganization, you will have no
claim against the bankruptcy estate except for work actually
performed by you for which you have not been paid.
Spectrum will provide to you term life insurance in an
amount equal to two (2) times your base salary. Spectrum will
provide to you medical and dental insurance pursuant to
Spectrum's Executive Medical Plan and, if your wife's preexisting
medical condition is not covered under Spectrum's plan, will
direct billing to you the premiums associated with concurrent
coverage for your wife pursuant to the Consolidated Omnibus
Budget Reconciliation Act of 1985 under your previous employer's
plan. Spectrum will reimburse to you the reasonable costs that
you incur relocating you and your family from the Atlanta,
Georgia area to the San Francisco, California area at a mutually
agreed upon time. You will be entitled to four (4) weeks paid
vacation per annum, with no more that two (2) consecutive weeks
taken in any one year.
All copyrights, patents, trade secrets, or other
intellectual property rights associated with any ideas, concepts,
techniques, inventions, processes or works of authorship
developed or created by you during the course of performing work
for Spectrum or its clients ("Work Product") shall belong
exclusively to Spectrum and shall, to the extent possible, be
considered a work made by you for hire for Spectrum. You agree to
assign, and automatically assign at the time of creation of the
Work Product, without any requirement of further consideration,
any right, title, or interest you may have in such Work Product
to Spectrum. Upon the request of Spectrum and, in any event, upon
termination of your employment, you will leave with Spectrum all
memoranda, notes, records drawings, manuals, disks, or other
documents and media pertaining to Spectrum's business or your
Work Product.
You represent to Spectrum that your execution and
performance of this agreement does not and will not conflict or
violate any agreement by which you are bound. Without limiting
the foregoing, you agree to abide by the terms of any
nondisclosure or confidentiality agreement by which you are bound
and that any such agreement shall not prevent you from
discharging your duties as Spectrum's Chief Technical Officer.
Nothing contained herein shall be construed to make your
employment other than terminable at will at any time by you or
Spectrum.
If the foregoing accurately reflects our agreement, please
so indicate in the space designated below.
Sincerely,
Donald J. Amoruso
Chief Executive
Officer
Accepted and Agreed:
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Mikhail Drabkin Date