Exhibit 10.5
HPSC, Inc.
470 Atlantic Avenue
Boston, Massachusetts 02210
April 6, 1994
Rene Lefebvre
45 Melanie Lane
Wrentham, MA 02093
Dear Rene:
On behalf of the Board of Directors, I am pleased that you have accepted
our offer to become Chief Financial Officer of HPSC, Inc. (the "Company"). This
agreement will formally record the arrangements to which we agreed. I would
appreciate your noting your acceptance of these terms and returning a copy to me
as soon as possible.
1. Your employment will begin on May 9, 1994. You will report to the
Chief Executive Officer and you will adhere to policies established by him and
by the Board of Directors.
2. Your starting annual salary will be One Hundred Twenty-Five Thousand
Dollars ($125,000), paid in accordance with our normal payroll practices. At
the discretion of the Chief Executive Officer, and subject to the approval of
the Compensation Committee of the Board, you may also receive incentive bonuses
up to 50% of your salary in any year.
3. You will be eligible for the fringe benefit plans applicable to the
Company's key employees. The Company will provide you with an appropriate
automobile. You will be entitled to take three (3) weeks vacation annually,
provided, however, that you will not take more that one (1) week of your
vacation prior to August, 1994.
4. The Company will grant you an option to acquire thirty thousand
(30,000) shares of its common stock. This grant will vest at the rate of 20%
per year over the next five (5) years and will be subject to all of the
provisions of any applicable stock option plan. Your stock option will vest
entirely upon the occurrence of a "Change in Control" as defined in Appendix A.
5. This agreement will continue until May 8, 1997, unless sooner
terminated. Thereafter, it will automatically renew from year to year unless
you or the Company gives notice of an intention not to renew sixty (60) days in
advance of any expiration date. You or the Company may terminate your
employment and this agreement at any time for any reason on thirty (30) days
notice, except that the Company may terminate you for cause (as defined in
Appendix A) without notice. You will receive monthly severance payments, equal
to your monthly salary on the date your employment ends, as follows:
i. None, if you are terminated for cause, if you give notice of your
intention not to renew your employment agreement, or if you terminate
your employment at any other time;
ii. Three months, if the Company gives notice of its intention not to
renew your employment agreement; and
iii. Six months, if the Company otherwise terminates your employment.
6. While you are an employee of the Company you will devote your full
working time and your best efforts to its business. After your employment ends,
you will not in any manner compete with the Company's business or be employed by
a competitor of the Company while you are receiving severance payments. At all
times during your employment and thereafter you will maintain the confidence of
the trade secrets and other confidential and proprietary information of the
Company and you will not use any such information for any purpose other than the
business of the Company. For a period of one year after the end of your
employment, you will not make any offers of employment to any employees of the
Company.
7. This agreement may not be changed orally but only by a written
agreement signed by you and an authorized representative of the Company. If any
provision of this agreement is found by a court to be unenforceable, the
remaining provisions shall continue in effect. This agreement will be governed
by Massachusetts law.
I look forward to working with you.
Sincerely,
HPSC, Inc.
By: /s/ John Everetts
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John Everets, Chairman and
Chief Executive Officer
ACCEPTED:
/s/ Rene Lefebvre
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Rene Lefebvre
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APPENDIX A
DEFINITIONS
1. DEFINITION OF "CHANGE IN CONTROL"
A "Change in Control" would occur if:
(i) The business of the Company is disposed of by the Company
pursuant to a liquidation, merger in which the Company is not the surviving
corporation, sale of assets or otherwise; or
(ii) Any transfer of the Company's stock currently pledged to
certain banks, to a holder or holders who seek to exercise control over the
Company, including, without limitation, such banks and their transferee(s); or
(iii) If a majority of the issued and outstanding shares of the
Company's voting stock is transferred during any two (2) year period to a
"person" who did not own Ten Percent (10%) of the Company's outstanding stock at
the beginning of the two (2) year period; or
(iv) If, during any twelve (12) month period a majority of the
members of the Company's Board of Directors in office at the beginning of the
period die, resign, are removed from office or are not re-elected.
2. DEFINITION OF "CAUSE"
"Cause" which would entitle the Company to terminate you would be:
(i) Your conviction of a felony; or
(ii) Any act of dishonesty which is material to the business of
the Company; or
(iii) Any willful misconduct in the performance of your employment
duties.
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