Exhibit 10.22
BARRY J. FELD [LOGO] PCA INTERNATIONAL, INC.
PRESIDENT
CHIEF EXECUTIVE OFFICER
October 12, 1999
Mr. Don Norsworthy
103 Blackheath Way
McDonough, GA 30253
Dear Don:
Based on our interview process, the time we worked together on complex,
strategic initiatives, and your overall management background and expertise, I
believe you are an "ideal fit" for our organization. To that end, I am making
the following offer for employment:
o Position: Chief Financial Officer
o Base Wage: $175,000 Annual
o Bonus Opportunity: 50%, of base wage
o Signing Bonus $25,000 - Payable at completion of company's
fiscal year
o Stock Options: 12,500 shares with exercise price of $8.00
12,500 shares with exercise price of $26.50
Options become exercisable at a rate of 25% on
each annual anniversary of employment.
o PCA is an "at will" employer with the ability to terminate employment
either with or without cause. We will provide a simple letter
providing that PCA will continue to pay your base salary for a period
of 6 months following a termination of your employment by PCA without
cause.
o The definition of cause is as follows:
Termination for Cause shall mean termination because of Employee's
death, inability to perform his duties hereunder due to uninsured
disability, theft from the Company, embezzlement of the Company's
funds, falsification of the Company's records, fraud committed
against the Company, commission of a felonious criminal act
involving the Company or while engaged in conduct of the Company's
business, incompetence due to the use of reporting to work under
the influence of alcohol, narcotics, other unlawful drugs or
controlled substances, legal incapacity, insanity, act or acts
involving dishonesty or
misconduct which have or may reasonably be expected to have a
material adverse effect on the business or reputation of the
Company, breach of fiduciary duty to the Company, willful and
substantial failure to perform stated duties or lawful directives
of the Board of Directors, the CEO or other officer of the Company
designated by the CEO, or material breach of any provision of this
Agreement.
o We will pay the following relocation costs:
1. To have your household packed, shipped and unpacked in Charlotte.
We have agreements with Allied and Mayflower and would prefer to
use those companies. We will have to approve arrangements prior
to move.
2. $ 0.18 per mile to drive your car to Charlotte or actual shipping
cost to Charlotte.
3. Reasonable airline, hotel and food for you and your wife for two
house hunting/relocation trips to Charlotte.
4. Reasonable real estate sales commission on the sale of your
present residence (must be approved in advance by PCA).
5. Reasonable temporary accommodations for you and your family for
up to 30 days for moving purposes.
6. Other reasonable costs as may be approved by PCA in advance.
o This offer is contingent on the successful completion of the
industrial psychology profile that you will be participating in on
Wednesday, October 13.
I look forward to hearing from you at your earliest opportunity.
Warmest personal regards,
/s/ Barry J. Feld
-------------------------
Barry J. Feld
President and
Chief Executive Officer
BJF/hhl