EXHIBIT 10.42
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February 10, 1998
Mr. E. Y. Snowden
801 Great Windermere Court
Great Falls, VA 22006
Dear E. Y.:
On behalf of myself and our Board of Directors, I am pleased to offer you the
position of President & Chief Executive Officer of Boston Communications Group.
You will also be elected as a member of the Board of Directors. The following
are the key elements of the offer:
1. Boston Communications Group agrees to employ you in the position of President
& Chief Executive Officer of the company, reporting to the Chairman of the
Board of Directors. During your employment you agree to devote substantially
all of your normal business time and attention to the affairs of Boston
Communications Group and the promotion of its interests and will carry out
such duties as described by the Board of Directors.
2. You will be paid a salary at an annual rate of $250,000 and be paid bi-weekly
($9615.38 per pay period). This figure will be reviewed at least annually and
may be increased periodically by the Board of Directors.
3. You will be eligible for an annual bonus of up to 40% of your base salary
upon meeting certain goals and objectives. These goals and objectives will
be mutually agreed upon between yourself and the Board of Directors during
your first three months of employment.
4. You will be granted options for 400,000 shares of stock in Boston
Communications Group, vesting 20% on your date of hire with Boston
Communications Group and 20% per year over a four year period on each one-
year anniversary of your hire. The exercise price of the options will be
determined by the compensation committee of the Board of Directors within two
weeks of your joining the company, but in no event will be greater than the
stock's fair market value on your hire date. In the event that, within 12
months from your date of hire, you voluntarily resign from the company for
reasons other than a change in control of the company which results in a
demotion in your title, a diminution in responsibilities, or removal from the
board, you must pay the company an amount equal to the difference of (1) the
aggregate fair market value on the date of exercise of all options exercised
by you which had been granted under this paragraph 4, less (2) the product of
(a) the number of such options exercised multiplied by (b) the exercise price
of the options. In the event there is a change in control of the company,
then you will vest 50% of your granted options on the date of change in
control if the date is within your first 12 months of employment and you will
vest in 100% of your granted options if the date is after 12 months of
employment. A change of control includes an acquisition of the company by
an unaffiliated entity or person whether by merger or the sale of all or
substantially all of the company's assets, or the sale by the company of
more than fifty percent (50%) of the company's outstanding voting stock to an
unaffiliated entityor organization.
5. You will be eligible to participate in all Boston Communications Group
benefit programs as outlined in the attached package. In addition, you will
be eligible to participate in supplemental life insurance up to three times
your base salary, short-term disability insurance up to two-thirds of your
base salary, long-term disability insurance up to 60% of your base salary,
and Directors' and Officers' insurance customary for a Chief Executive Office
of a publicly-held company. The cost of this supplemental insurance will be
borne by the company. In addition, you will be entitled to 4 weeks of
vacation per year.
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6. The company will provide you with a severance package to cover you in the
event that the Boston Communications Group terminates your employment without
cause, or in the event there is a change in control of the company that
results in demotion in your title, diminution in responsibilities, or removal
from the board. Without cause shall mean for any reason other than:
a. Illegal acts (other than minor traffic violations, misdemeanors, or other
acts that do not result in criminal conviction) including convictions for
theft or embezzlement.
b. Material violation of published, written policies of the company.
c. Irresponsible, unauthorized acts of a willful nature in the performance of
duties that have a substantial financial impact on the company or
significantly affect the company's public image.
That package will provide you with base salary and benefit continuance from
the time of your involuntary termination for up to twelve months thereafter
or until such time as you become employed, whichever is the lesser of the
two, at which time all payments will cease.
7. Boston Communications Group will provide relocation assistance related to
your move from Great Falls, VA to the Greater Boston, MA area as outlined in
Attachment.
8. You will be asked to sign a non-disclosure and non-compete agreement. The
non-compete agreement will be coextensive with the severance pay package in
paragraph 6 above.
9. In making this offer, the company understands that you are not under any
obligation to any former employer, person, firm or corporation that would
prevent, limit or impair, in any way, the performance by you of the duties as
an employee of the company.
The preceding sets forth all the terms of Boston Communications Group offer to
employ you. If this offer is in accordance with your understanding and
acceptable to you, please sign, date and return to me a copy of this letter.
E. Y., I am confident that Boston Communications Group can offer you an exciting
and rewarding career. The Board of Directors are very enthusiastic about you
joining the company as President & Chief Executive Officer and look forward to
your positive response.
Sincerely,
/s/ Paul Tobin
Paul Tobin
Chairman
I am in agreement with the terms as stated and will accept this offer of
employment made by Boston Communications Group:
/s/ E.Y. Snowden 2/10/98
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Name Date
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Attachment
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Relocation Expenses - E.Y. Snowden
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Boston Communications Group will provide relocation assistance to E.Y. Snowden
as follows:
1. Boston Communications Group will reimburse you for the costs (real estate
fees and customary costs, including up to 1% of the sales price of the home
which may be offered to the buyer of the house as a customary purchase
incentive) of selling your home in Great Falls, VA.
2. The company will pay the costs associated with moving of your personal items
from your present home in Great Falls, VA to the Greater Boston area.
3. You will be reimbursed to expenses associated for house-hunting trips to the
Boston area for you and your wife.
4. You will be reimbursed for reasonably temporary housing and commuting costs
for up to six months prior to your move to the Boston area.
5. Boston Communications Group will reimburse you for the customary costs
(closing costs, legal fees, etc.) of purchasing a new home in the Greater
Boston area.
6. All reimbursements would be "grossed up" to account for federal taxes.
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