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EXHIBIT 10.22
September 20, 1996
Richard Hudzik
8889 Ragweed Court
San Diego, CA 92129
RE: OFFER OF EMPLOYMENT
Dear Richard,
I am very pleased to confirm our offer to you of employment with ANDATACO (the
"Company"). You will report to me, in the position of Chief Financial Officer.
If you accept our offer, your effective date of hire will be October 3, 1996.
The terms of our offer are as follows:
1. Your starting salary will be $135,000 per year, payable as earned in
accordance with the Company's normal payroll policies. You are also eligible
for the standard Andataco bonus plan: 10% of your yearly salary as the
Company hits Budget one (1) numbers and an additional 10% of your yearly
salary as the Company hits its Budget two (2) numbers. These Budgets are set
by the Company and all Executives/Managers are on the same plan.
2. If your employment is terminated by Andataco without mutual consent by
yourself, you will be entitled to six (6) months severance pay. This will be
paid to you monthly at the regular payroll intervals. You will not be
eligible for any bonus after your termination date.
3. You are granted a .5% stock option plan which vest in the following manner:
a) .125% will vest every six (6) months of employment until the .5% is
achieved.
b) .5% will be vested upon the sale of more than 10% of Andataco stock to
any outside company, and the cap which is stipulated in "d" below is
removed.
c) The value of Andataco will be set at $10,000,000.00 today.
d) The value of Andataco will be $12,000,000.00 in two (2) years and this
will be the cap for this stock option plan.
e) Upon termination for any reason the stock option plan will vest and be
purchased by the Company.
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Letter to Richard Hudzik
Offer of Employment
September 20, 1996
Page Two of Three
4. You will be eligible for the group health insurance, paid holidays and sick
days as stipulated in the Company's personnel policies. You are also
eligible for two (2) weeks vacation per year beginning immediately.
5. As an employee of the Company you will have access to certain Company
confidential information and you may, during the course of your employment,
develop certain information or inventions which will be the property of the
Company. To protect the interest of the Company, you will need to sign the
Company's standard "Proprietary Rights & Confidentiality Agreement" as a
condition of your employment. We wish to impress upon you that we do not
wish you to bring with you any confidential or proprietary material of any
former employer or to violate any other obligations you may have to your
former employers.
6. Your employment with the company is terminable at will, which means that you
will be free to terminate your employment with the Company at any time for
any reason or no reason, with or without notice. Similarly, the Company may
terminate your employment at any time for any reason or no reason, with or
without notice. By accepting this offer of employment, you will be agreeing
that your employment is terminable at will, and acknowledge that no one has
the authority to promise you, either orally or in writing, anything to the
contrary.
7. The terms of this letter constitutes the entire agreement between us
regarding your employment with the Company and shall supersede any other
agreements made prior to or on the date of this letter. This offer, if not
accepted, will expire on September 23, 1996 at 5:00pm.
The Company requires all new employees to provide information verifying
authorization to work in the United States. This is considered an important
condition to employment.
Please be aware that as our Company evolves, there may be opportunities or
changes in your initial responsibilities, salary, title, or reporting
relationships.
Any disputes or questions arising hereunder, including the construction or
application of this Agreement, shall be settled by arbitration in accordance
with the rules of the American Arbitration Association then in force. If the
parties cannot agree upon an arbitrator with ten (10) days after demand of
either party, either or both parties may request the American Arbitration
Association to name a panel of five (5) arbitrators. Andataco shall strike the
names of two (2) on this list; the offeree shall then strike two (2) names and
the remaining name shall be the arbitrator. The decision of the arbitrator shall
be final and binding upon the parties, both as to law and to fact, and shall not
be appealable to any court in any jurisdiction. The expenses of the arbitrator
shall be shared equally by the parties, unless the arbitrator determines that
the expenses shall be otherwise assessed.
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Letter to Richard Hudzik
Offer of Employment
September 20, 1996
Page Three of Three
The Company is an equal opportunity employer and does not discriminate based on
age, color, disability, national origin, race, medical condition, marital
status, religion or sex.
We are pleased to extend this offer to you. To let us know that you have read it
and accept all of its terms, please sign and return this letter to me. We look
forward to you joining us Richard, and we are confident that your abilities and
qualifications will contribute to our mutual success. If you have any questions,
please feel free to contact me or Rosa Nava at (619) 453-9191.
Sincerely,
ANDATACO
by: /s/ W. David Sykes
W. David Sykes
President
Acknowledged, Accepted and Agreed
by: /s/ Richard Hudzik Date signed 9/21/96
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Richard Hudzik