MedSource
Technologies
Exhinit 10.20
-------------
January 12 , 2001
Mr. Joseph Caffarelli
1 Iver Lodge
Bangers Road South
Iver Bucks SLO 0AW
United Kingdom
Dear Joe,
It gives me great pleasure to present this Offer of Employment. We
are impressed with your business skills and your desire to be part of
building a significant and successful new entity serving the medical
device industry. The primary terms of your employment with MedSource
Technologies are specified below:
Title: Senior Vice President & Chief Financial
Officer
Commencement: Your employment will commence on a mutually
agreeable date with the expectation that you
will begin full time at the earliest
mutually acceptable time.
Office Location: Your principle place of business will be
located in Minneapolis, Minnesota.
Salary: $220,000 annually to be paid on a bi-monthly
basis, or as otherwise dictated by the
MedSource payroll schedule.
Bonus: Bonuses are paid at the discretion of the
Board of Directors of MedSource Technologies
and are based on the Company achieving
annual target performance thresholds. Your
annual bonus opportunity will be 50% of your
base salary ($110,000) at target performance
performance. The bonus is uncapped. You will
be eligible for a bonus payment in the 2001
fiscal year ending June 30, 2001, prorated
to your start date, with a guaranteed
minimum payment of $25,000 for such prorated
period.
Stock Options: You will be eligible to participate in the
MedSource non-qualified Stock Option Plan.
You shall receive options to purchase
120,000 shares of the Company's Common Stock
at an exercise price to be determined by the
Board of Directors at the time of the grant.
The exercise price is expected to be $17 per
share, and with acceptance of this position
your options would be granted at the
February 6, 2001 Board Meeting.
Vacation: You will be granted four weeks (20 working
days) of vacation per year or as specified
by Company policy. You will be entitled to
take paid holidays as determined each year
by the Board of Directors.
January 12, 2001
Page 2
Benefits: Subject to the terms and conditions of
eligibility, you will be entitled to the
benefits package provided to all full-time
regular employees of MedSource, which will
include a 401k plan, medical, life, and
disability insurance coverage.
Confidentiality: You will be required to enter into a
non-compete and Confidentiality Agreement.
In consideration for accepting this position
, you will be granted twelve (12) months
severance pay, with such payment reduced by
income you receive during the severance
period from employment in another capacity
(but in no event less than six months of
severance shall be paid), in the event (a)
you are terminated without Cause (defined
below), or (b) following a Change In Control
(defined below) where your duties or
compensation are diminished or your title is
changed, and within 60 days of such Change
In Control change in your duties,
compensation, or title, you chose to leave
the company. "Cause" is hereby defined as
(i) a commission of fraud or embezzlement by
you, or your conviction of or pleading of
guilty or no contest to any felony or crime
involving moral turpitude, (ii) a breach by
you of the Confidentiality Agreement signed
by you, (iii) and/or your material failure
to discharge your duties, responsibilities
and obligations after you have been notified
in writing of such failure and shall have
had a reasonable time to cure the failure.
"Change in Control" is hereby defined as a
transaction or series of transactions
whereby a party that is not currently a
MedSource shareholder controls at least 51%
of the fully-diluted common stock of the
Company.
Expenses: You will be entitled to reimbursement for
business related out-of-pocket expenses
which include: mileage, meals and other
appropriate business related expenses.
Relocation expenses will be reimbursed per
company policy or as otherwise approved by
the VP-Human resources and Business
Integration.
Joe, the aforementioned outlines the primary terms and conditions of
your employment as we discussed recently. Your employment is
"at-will".
On behalf of us of all of those who have had the pleasure of meeting
with you, welcome to the team. We are excited at the prospect of your
joining our management team and helping us to build a world leading
business in the medical device contract manufacturing market.
Sincerely,
/s/
Richard Effress
Chairman and CEO
MedSource Technologies