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EXHIBIT 10.04
INTERFACE SYSTEMS, INC.
5855 INTERFACE DRIVE
ANN ARBOR, MICHIGAN 48103
January 10, 1997
Mr. Robert A. Nero
864 Gatehouse Lane
Columbus, Ohio 43235
Dear Bob:
This will confirm your employment as President and Chief Executive
Officer of Interface Systems effective January 13, 1997. During the term of
your employment you shall devote all of your business time, attention and
energy to the Company.
For your services (including services as a member of the Board of
Directors, officer, employee or otherwise), we shall pay you an annual salary
of $200,000. There will be an annual salary review and the Board may, at its
option, make such additional salary determination as it deems appropriate in
light of the your performance and that of the Company. We shall pay you a
fiscal year 1997 bonus in an amount of $2,000 for each $.01 of earnings per
share achieved by the Company for the fiscal year. Your bonus for calendar
1997 will be guaranteed at $50,000. Thereafter an annual discretionary bonus
award pursuant to a bonus plan whereby you could earn a bonus of 50% of your
salary if the Company meets plan will be considered. You will also be entitled
to fringe benefits, prerequisites, insurances, other benefits of employment
provided to salaried executives of the Company from time to time and an
automobile. We will pay all reasonable costs directly related to your
relocation to Ann Arbor and shall reimburse you for reasonable, temporary
housing expenses prior to your establishing a permanent residence which we
assume will not take more than a few months. Such payments will be "grossed
up" to substantially relieve you of their income tax effect.
As soon as practicable after the commencement of your employment, we
shall grant you an option to purchase 165,000 shares of Common Stock of the
Company, subject to the terms of the Interface Systems, Inc. 1992 Stock Option
Plan, as amended (the "Stock Option Plan") at the fair market value on the date
of grant. The options will fully vest upon any of the events described in
clauses (a), (b) and (c) of the paragraph below. On an annual basis the
Company will consider granting additional options to you pursuant to the Stock
Option Plan.
In the event of (a) a Change in Control of the Company (as defined in
our Stock Option Plan) followed by your resignation three months thereafter or
(b) a material diminution in your position, salary or other compensation, or
responsibility, and within three months thereafter you resign or (c)
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Robert A. Nero
January 10, 1997
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termination of your employment by the Company for any reason other than
termination for cause, the Company shall continue payment of your salary and
fringe benefits for a period of eighteen months after your resignation or
termination. As an "at will" employee under Michigan law this will be the only
payment obligation of the Company to you. "Termination for cause" means
termination by the Board of Directors of the Company upon its reasonable
determination that you have committed an act of dishonesty or willful
misconduct or have failed to materially perform your duties and
responsibilities. In the case of termination for cause, the Company shall
continue to be liable to you only for your salary and fringe benefits up to the
date of termination.
We are most pleased you have decided to join our Company and we all
look forward to your arrival next week. If the foregoing is satisfactory to
you, please sign the enclosed copy of this letter and return it to me at your
earliest convenience.
Very truly yours,
/s/ Garnel F. Graber
G.F. Graber
Chairman of the Board
AGREED AND ACCEPTED
/s/ Robert A. Nero
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Robert A. Nero