Exhibit 10.16
January 6, 1998
[LOGO]
SCC
Systems Consulting Company, Inc.
537 Congress Street, Suite 500
Portland, Maine 04101
V: 207-774-3244
F: 207-772-8597
www.sccme.com
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
supplied.
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.
2
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.
Sincerely,
/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
offermucher
3