Exhibit 10.12
(DDI LOGO)
Via Email
December 13, 2006
Mr. Jerry Barnes
10960 La Alberca Avenue
San Diego, CA 92127
Dear Jerry:
I am pleased to offer you the position of Senior Vice President of Sales for
Dynamic Details, Incorporated ("DDi" or the "Company"). In this position you
will report to me, and you will be responsible for management of all Company
sales activity and manufacturer's representatives. Your compensation for this
position will be as follows:
Salary: Your annual base salary will be $200,000, subject to
withholding tax and other deductions, paid in
accordance with the Company's standard payroll
practices.
Incentive Plan: In addition to your base salary, you will be eligible
to earn a performance-based bonus equal to up to
$100,000 annually. Such bonus will be paid quarterly
based on the Company's performance against its
quarterly sales objectives, at up to $25,000 per
quarter. Any bonus payment for the 4th quarter of
2006 will be pro-rated based upon the number of days
during 2006 that you were employed by the Company. We
will define the metrics of the bonus calculation at
first opportunity upon the commencement of your
employment.
Equity: Subject to approval of the Compensation Committee of
the Board of Directors, you will receive an initial
award of an option to purchase 100,000 shares of
common stock of DDi Corp. Thereafter, you will be
considered for further awards as a member of the
Company's senior management team.
Car Allowance: $500 per month, paid on the first payroll of the
month.
Benefits: You will be eligible to participate in the
comprehensive benefit plans offered by the Company
for its management employees at a similar level.
These benefits currently include health, dental, and
life insurance at an additional cost for the term of
your employment. You will become eligible for these
benefits on the first day of the calendar month
following your start date. After meeting the
eligibility requirements, you may also participate in
the Company's 401(k) plan. Vacation is accrued by pay
period at a rate equal to 3 weeks per year.
(DDI LOGO)
Jerry Barnes
November 20, 2006
Page 2
Guaranteed Bonus: During 2007 you will be entitled to receive four
quarterly bonuses in the amount of $7,500 for each
fiscal quarter that you are employed by the Company,
provided you have not voluntarily terminated your
employment with the Company prior to the
administration of each quarter's payment. The
quarterly payments are to be paid at the end of each
respective fiscal quarter.
Severance: You will be eligible to receive severance payments
equal to 12 months' base pay if, as a result of a
change of control, your employment is terminated or
the successor to the Company following a change of
control fails to offer you a position having
responsibilities, compensation and benefits
substantially similar to those enjoyed by you
immediately preceding the change of control.
Your work will be based out of the Company's corporate headquarters in Southern
California, although, as you are aware, your duties will require frequent
travel. As we discussed, at some point in the future, the Company will agree for
you to relocate your position to the east coast.
This offer is contingent upon our verification of your business and personal
references and the completion of a background check to be performed by a third
party, the results of which must be satisfactory to the Company in its sole
discretion.
As an employee of DDi you will be expected to abide by the Company rules and
regulations. You will be required to sign and comply with the Employee
Confidentiality and Invention Agreement, which requires, among other things,
assignment of patent rights to any invention made during your employment with
DDi and nondisclosure of proprietary information. In order to ensure that the
rights of your former employers are not violated, you agree that you will not
bring with you to DDi or use at DDi any of your former employers' trade secrets
or proprietary information or property (including, databases and customer
lists). Further, you agree that, in accepting a position and working at DDi, you
will not be violating any non-competition agreement or other contractual
restriction on your employment from a prior employer. Also, you agree that
during the period of your employment with DDi, you will not, without the express
written consent of DDi, engage in any employment or business activity other than
for DDi.
Jerry, I believe DDi has made a lot of progress over the past two years in its
operations, management team and financial condition. I am excited about having
you join the team to head our sales and am confident that, with the support of
DDI's entire management team, you will be able to lead our sales to drive DDIs
sales to the next level.
(DDI LOGO)
Jerry Barnes
November 20, 2006
Page 3
Please indicate your acceptance by signing below and returning an executed
original to me at your earliest convenience. We would like you to begin your
employment as soon as possible. We look forward to having you join the DDi team.
Sincerely,
/s/ Mikel H. Williams
- -------------------------------------
Mikel H. Williams
Chief Executive Officer
Acceptance
I hereby accept the terms of my employment with DDi as set forth above.
/s/ Jerry Barnes 12/13/06 Est. 1/01/07
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Jerry Barnes Date Start Date