Exhibit 10.17
March 3, 2000
PERSONAL & CONFIDENTIAL
Mr. Scott Brian Clark
29 Herkimer Road
Scarsdale, New York 10583
Dear Scott:
On behalf of Liquor.com, we are pleased to extend to you the following
offer of employment:
1. POSITION/TITLE - Chief Financial Officer and General Counsel and
Member of the Executive Management Group. You will report directly
to me as CEO and have senior financial and legal responsibility for
the company and have such other duties commensurate with your
position as assigned to you by the board of directors. Among other
things, you will have senior responsibility for the overall
financial and legal management for Liquor.com and be our primary
interface with our outside lawyers and accountants. In addition, we
expect you to meet with the bankers and investors to advance the
company's private offering efforts and to assist in the
consummation of our contemplated initial public offering which we
expect to file shortly, including participation in "road show"
events. You will also have a critical role in business development,
focusing on the implementation of partnerships and business
alliances within the eCommerce industry and elsewhere.
2. COMPENSATION
- $175,000 per annum, including "additional compensation" of:
- $25,000 on the first anniversary of this agreement.
- $25,000 upon the public offering of our shares or a
significant financing event.
- "additional compensation" after your first year will be
determined by the Board of Directors but in an amount of
not less than $50,000.
- Benefits
- Initially, the Company will pay the Cobra premium of your
medical and dental family insurance. Thereafter, you
shall be entitled to the
Mr. Scott Brian Clark
April 11, 2000
Page 2
benefits established by the Company or, if such benefits
are not similar to your current indemnity plan coverage,
the Company will pay for the cost of a similar indemnity
plan or like coverage.
- Participation in any additional bonus, stock option and
employee benefit plans, including pension and medical to
be determined by the executive management group.
3. OPTIONS - The Company will grant you options to purchase up to
160,000 of common shares at $3.52/share under the Company's 2000
Stock Option Plan which shall vest as follows:
- 40,000 to vest upon your starting date;
- 60,000 to vest evenly over the first 12 months;
- 20,000 to vest evenly over the next 12 months;
- 40,000 to vest upon the 2nd year anniversary of your
starting date;
- Any vested options will not expire prior to the second
anniversary of your termination or withdrawal. All
options become 50% vested upon a change in control of
the Company. The options will have such other terms as
established by the Board of Directors pursuant to the
Company's 2000 Option Plan.
4. LOAN - Liquor.com shall provide you a two year, non-interest
bearing loan (or tandem stock appreciation rights) to allow you to
immediately exercise vested stock options on a cashless basis. The
loan will have such other terms as determined by the Board of
Directors.
5. DURATION AND SEVERANCE - Your employment will be at-will. Only the
Chief Executive Officer and/or the Board of Directors may terminate
you, and any such termination shall require delivery to you of a
90-day advance written notice of such termination. If you are
terminated without cause, the Company will pay you a six month
severance amount, based upon your per annum rate, within thirty
days of your termination
6. STARTING DATE - On or about March 27, 2000.
7. FURTHER MATTERS - Further, Liquor.com agrees to immediately
purchase Director and Officer (D&O) liability insurance, sufficient
to adequately cover all officers and
Mr. Scott Brian Clark
April 11, 2000
Page 3
directors for any potential liabilities. It will be your
responsibility to work out a proposal for D&O insurance, for
immediate approval of the executive management group.
Your reasonable out-of-pocket expenses for all travel and
subsistence, including all reasonable such expenses incurred in
commuting to the main office in Chicago will be reimbursed. As CEO
I will review and approve your expense report.
At your or Liquor.com's request, any issues arising under this
agreement shall be settled through appointment of an independent
arbitrator/mediator to be selected by the parties. If the parties
cannot agree on such arbitrator/mediator, Liquor.com's outside
attorney will appoint one. Costs will be split equally between
Liquor.com and you. The venue for any arbitration (or action)
arising under this agreement shall be New York.
Upon any change in control you will have the option to terminate
your employment and be entitled to a severance payment equal to one
times your annual compensation payable within 30 days of the change
of control.
It is our pleasure to welcome you to Liquor.com. Please indicate your
acceptance of the terms of this agreement by signing the enclosed copy and
returning it to us.
Very truly yours,
/s/ Barry Grieff
Barry Grieff
Chief Executive Officer
I accept the terms of employment as outlined
in this letter
/s/ Scott Brian Clark
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Scott Brian Clark
Date: 4/3/00
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