EXHIBIT 10.27
November 3, 2003
Mr. Robert H. Bucher
123 Davenport Road
Toronto, Ontario Canada M5R 1H8
Dear Rob,
On behalf of Adept Technology, Inc., I am pleased to confirm our offer to you
for the position of Chief Executive Officer, reporting to the Board of
Directors. In addition, upon acceptance of this offer, I am pleased to confirm
your nomination to join the Board of Directors of Adept as Chairman of the
Board. Your biweekly salary as CEO will be $11,538.47, which when annualized is
$300,000.00.
The Board of Directors has approved a stock option grant of 600,000 shares
pursuant to our 2001 Non-Qualified Stock Option Plan. The exercise price of your
stock options will be set at the closing price of Adept Technology on the day
your stock option grant is approved. The stock will vest over a period of 48
months from the date of hire linearly at 1/48th of the total number of shares
per month. In addition to the above grant, you will be granted an additional
stock option grant of 50,000 shares (again pursuant to the 2001 Non-Qualified
Stock Option Plan) upon the achievement of certain specific goals to be mutually
determined by you and the Compensation Committee of the Board. These options
will also vest over 48 months, and will have a strike price equivalent to the
closing market price of Adept on the date of grant.
In addition, you will be eligible to earn annual variable incentive compensation
in an amount up to 100% of your base salary subject to meeting or exceeding
certain mutually agreed upon corporate and individual performance goals. Such
goals shall be established by mutual agreement between you and the compensation
committee of the Board of Directors as approved by the Board of Directors within
45 days from your date of hire. This incentive compensation will be earned
subject to meeting the aforementioned goals, but shall only be payable once the
Company has achieved cumulative positive cash flow of 10x the incentive payment
payable. In other words, if you meet or exceed all performance metrics, and
therefore become eligible to receive an incentive payment of the full $300,000,
such amount will be paid once the cumulative positive cash flow of the Company
(measured beginning with the first day of the quarter in which your hire date
falls) has reached $3.0 million. Note that since the base salary and incentive
compensation potential are annual numbers, there will be a straight line
pro-ration of these amounts for the remainder of the Fiscal 2004 year.
Should in the future there occur a change in control of Adept (as defined in the
2001 Stock Option Plan) in which the surviving entity does not offer you
continued employment in a substantially identical capacity and for substantially
similar compensation to your then existing compensation, you will be granted the
following on a one time basis: A lump sum payment of six months of base salary,
and the acceleration of vesting of 1/4 of the above aggregate grant (ie one
year's worth of accelerated vesting).
Additionally, you will be given interim travel and relocation assistance as
follows: During the first six months of your employment, you will be reimbursed
for up to $4,000 per month for travel back and forth to Toronto upon submission
of expense reports and supporting documentation. In addition, upon relocating
your permanent residence to an address in the Diablo or Tri-Valley area of the
San Francisco Bay Area, you will receive a lump sum payment of the difference
between your accumulated expense reimbursement submissions and $50,000. Please
note that some or all of this payment may taxable to you, and you should retain
any receipts for relocation expenses you incur for tax purposes.
Attached is a summary of employee benefits. As a senior executive you will be
eligible to receive a vacation accrual at the rate of four weeks per year. Also
included is a copy of the Adept Proprietary Agreement. This offer is contingent
on you signing that agreement.
You will initially be formally employed by Adept Canada. Adept will provide you
the necessary legal and administrative assistance to acquire whatever
documentation is required to secure your right to work in the United States.
Upon your move to the United States and receipt of such documentation, your
employment will be formally transferred to Adept Technology (US).
Adept Technology and its employees agree that employment with Adept can be
terminated at will by either party at any time, with or without notice, and for
any reason, with or without cause. The provision for at-will employment may not
be modified by anyone on behalf of Adept Technology except the full Board of
Directors.
This offer letter sets forth all of the material terms and conditions of your
employment with Adept Technology and supersedes all prior agreements, offer
letters, understandings or representations between you and Adept.
Rob, we are pleased that you have agreed to accept this offer and that you have
made the decision to join our team, with a start date of November 4, 2003.
Please indicate your acceptance of this offer by signing the bottom portion of
both letters. One copy is for you to keep and the other is for our records.
Sincerely,
/s/ Ronald E.F. Codd
Ronald E. F. Codd
Director
ACCEPTED: /s/ Robert H. Bucher
Robert H. Bucher Date 11/04/2003