December 8, 1997
Mr. William F. Hackett
34 Wilshire Drive
Belle mead, NJ 08502
Dear Bill:
It is a pleasure to extend to you an offer to join Base Ten Systems, Inc. as
Senior Vice President, Finance and Administration effective December 10, 1997.
As you know, Base Ten is in the process of completing a strategic shift from
weapons control systems for the defense industry to manufacturing execution
systems (MES) software for regulated industries, especially pharmaceutical
manufacturers. Your recent experience with Bloomberg Financial Markets and your
many years of financial, marketing, planning and general management experience
lead us to believe that you will be quite successful in your new role and
responsibilities.
Your initial compensation will be as follows:
1. Base Salary - Your base salary will be at the annual rate of $160,000 earned
and paid bi-weekly, in accordance with Base Ten's normal pay policy. You
will be eligible for a salary review in July 1998 and for an annual salary
review thereafter. Salary action will be based on merit and performance.
2. Bonus - You will be eligible for a bonus equaling up to 40% of your base
salary. The amount of your bonus will be determined by management based on
your meeting agreed upon performance targets and on the overall performance
of the Company. This bonus will be paid within 120 days after the end of
each fiscal year.
3. Stock Option - We will make best efforts to secure the needed approvals of
the shareholders and of the Board of Directors to authorize additional
shares of Base Ten Class A Common Stock for option purposes and to grant you
an option to purchase 50,000 shares from this proposed authorization. Your
purchase price per share under this option grant would be at the NASDAQ
closing price on the day that your option is granted. Assuming it is
granted, this option will vest 20,000 shares immediately and 10,000 shares
on each of the first three anniversaries from the date of the grant. You
will be eligible from time to time for future grants at the discretion of
the Board of Directors.
4. Severance Protection - In accordance with Base Ten policy you can be
separated from the Company at any time for either cause or convenience.
Should your employment be terminated by the Company for convenience you will
receive salary continuation, including benefits, for a period of six months.
Should your employment be terminated by the Company for cause there will be
no severance pay.
5. Benefits - You will be entitled to the standard package of Base Ten benefits
offered to U. S. exempt employees including eight paid holidays and three
weeks vacation.
This offer is contingent upon the fact that there is nothing outstanding,
including any restrictive nondisclosure/noncompetition agreements with or any
obligations to any parties which would prohibit your ability to function in full
as Senior Vice President, Finance and Administration and, upon board approval,
as an officer of the Company.
The terms of this letter of offer are governed by the laws of the State of New
Jersey and shall be subject to periodic review. Employment with the Company is
as defined and governed by Company policies and procedures.
Please confirm your acceptance to this offer by signing both this and the
enclosed Agreement with Respect to Inventions, Disclosures and Competition.
Originals should be returned to the attention of Jo Ann Fechter, Personnel
Manager. You may retain the copies for your files.
At Base Ten, Bill, we are exceptionally excited about our growth prospects. We
hope that you choose to accept our offer and look forward to your joining us
early in December.
Sincerely,
RICHARD J. FARRELLY
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Richard J. Farrelly
Sr. Vice President, Planning and Human Resources
cc: T. E. Gardner
Board of Directors
ACCEPTED:
WILLIAM F. HACKETT
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William F. Hackett
December 10, 1997