Exhibit 10.23
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[cad 157]Letterhead[cad 179]
July 7, 1994
Mr. M. Denis Connaghan
801 Quinwood Lane
Maitland, Florida 32751
Re: Employment Offer
Dear Denis:
Pursuant to our most recent discussion of your letter requesting a modification
from my original offer, we have agreed to the following:
1) Your stock option vesting will be consistent with the rest of the senior
executives. Since we are repricing options, it is my hope that your options
would vest consistent with my request for our repricing, which is 25% after
six months of employment; 25% one year thereafter; 25% at 30 months; 25%
after 42 months of employment. However, if the Stock Option Committee does
not accept this recommendation, you will vest 25% each year beginning from
the first anniversary of your employment and 25% each year thereafter,
until the option is fully vested.
2) In the event that Delphi is purchased and the entity ceases to exist under
it's current charter, all of your unvested stock option will vest one day
prior to completion of the purchase of Delphi.
3) Delphi will pay all customary and reasonable relocation expenses within the
$60,000 limit and I will work with you in good faith to determine what is
included in all reasonable expenses associated with your relocation.
I believe this fully constitutes our most recent understanding and conclusion.
We are anxious to get started and look forward to your leadership and
contribution.
Sincerely,
/s/ David J. Torrence
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David J. Torrence
President and CEO
DJT:pc
June 17, 1994
Mr. M. Denis Connaghan
801 Quinwood Lane
Maitland, Florida 32751
Dear Denis:
Welcome to Delphi Information Systems and my personal best wishes to you for a
long and fruitful career here. Listed below is a summary of our offer and
agreement. If you have any other understanding that is different, then please
contact me immediately so we can be sure that we are in synch, with no chance of
any misunderstandings.
1) TITLE:
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Executive Vice President, Chief Operating Officer
2) SALARY:
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Your salary will be $200,000 annually and will be reviewed each year
by the Chief Executive Officer and Board of Directors.
3) BONUS:
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Your bonus target percent will be 45% of your base salary. This will
be a $90,000 target bonus to be earned by achieving all planned
objectives agreed upon between you, Delphi's Chief Executive Officer,
and the Board of Directors.
4) RELOCATION ALLOWANCE:
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Delphi will pay a maximum of $60,000 for all of your relocation
expenses in relocating from Florida to Chicago. This would include
real estate fees, transportation, the movement of household goods, and
all expenses normally associated with the selling of your Florida home
and the purchase of a home in Chicago. Delphi will provide tax
assistance relative to the relocation. Tax assistance will be to
offset any taxes that you incur as a result of the relocation.
Page Two
June 17, 1994
5) STOCK OPTION:
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You will receive a stock option to purchase 200,000 shares of Delphi
Common Stock. This option will vest 25% over 4 years, beginning
twelve months after your start date: Example: if your start date is
July 11, 1994, then this stock option will vest:
50,000 shares on July 11, 1995;
50,000 shares on July 11, 1996;
50,000 shares on July 11, 1997;
and the remaining 50,000 shares on July 11, 1998.
The price will be determined by the stock option committee at its
quarterly meeting.
6) SEVERANCE AGREEMENT:
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You will receive twelve months of salary continuance if you are
terminated without cause before December 31, 1995. To receive this
salary continuance you must actively seek employment, and upon being
employed your salary from Delphi will cease. The purpose is to assist
you in seeking employment and is not to be construed as a twelve month
severance payment without condition. If the company is sold and your
role is materially changed, then the same conditions apply and you
will be eligible for salary continuance. This does not include our
intended acquisition, or merger, of Agena. Even though Agena might
own a controlling interest, this would not constitute a purchase of
Delphi.
I believe this constitutes our specific understanding and this is the
information that I have provided to Yuval Almog, Delphi's Chairman, prior to my
final offer to you and your acceptance. Again, I am excited about your joining
Delphi and look forward to your leadership and management expertise to enhance
the value of Delphi Information Systems.
Sincerely,
/s/ David J. Torrence
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David J. Torrence
President and
Chief Executive Officer
DJT:pc
cc: Yuval Almog