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Exhibit 10.10
IPL SYSTEMS, INC.
124 ACTON STREET
MAYNARD, MA 01754
Dated as of December 4, 1995
Ronald Gellert
[ADDRESS]
Dear Ron:
On behalf of IPL Systems, Inc., I am very pleased that you have indicated a
willingness to join our Company as President and CEO. As such you will also be a
member of the Board of Directors.
Your compensation will initially consist of the following components:
1. A base salary at the rate of $185,000 per annum, payable in accordance
with our customary payroll procedures, and subject to customary
deductions and withholding, as required by law. Thereafter, your
salary will be reviewed annually by the Board of Directors of the
Company or a duly appointed committee thereof, beginning in December
1996.
2. Beginning in 1996, a bonus based on individual and Company performance
criteria to be established according to a 1996 business plan for IPL
mutually acceptable to you and the Compensation Committee. The bonus
will be equal to 50% of your base salary assuming achievement of the
quarterly and annual goals to be derived from the 1996 business plan;
provided, however, that the bonus plan will provide that a portion of
the bonus for each of the Company performance criteria will be payable
upon achievement of less than 100% of the target for such criteria,
and the total bonus may increase depending upon the extent to which
IPL exceeds the business plan, in each case under terms to be
determined by the Compensation Committee.
3. Eligibility to participate in IPL's employee benefits programs,
including health and other insurance and a 401(k) plan. To the extent
that you have portable benefits from prior employment which will
continue to be available to you after you join IPL and which are
substantially duplicative of any of IPL's
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standard benefits, IPL shall in good faith seek to offer you other
mutually acceptable benefits at a cost to IPL comparable to the cost
of providing the duplicated benefits.
4. An incentive stock option to purchase up to 115,000 shares of IPL's
Class A Common Stock at the current fair market value per share
determined under the IPL's Equity Incentive Plan for a grant as of the
date your employment commences. Options are subject to grant by IPL's
Board of Directors and to the applicable requirements of the Internal
Revenue Code. Your options will be evidenced by IPL's standard-form
stock option certificate and will become exercisable as to 20% of such
shares on each of the next five anniversaries of your employment date.
In addition, the Compensation Committee will grant you an additional
option with respect to 25,000 shares upon your completion of a
three-year strategic plan for the Company which is satisfactory to the
Board of Directors. This second option will be priced at the current
fair market value at the date of grant and will become exercisable as
to 20% of such shares on each of the next five anniversaries of that
date. Due to the fact that IPL does not have sufficient options
previously approved by stockholders to cover your options, the first,
and perhaps the second (depending upon the date of grant), of these
options will be granted under a new plan rather than a so-called
Section 16b-3 plan (which is of concern only if you have any matching
transactions in IPL stock), and their continuing status as incentive
stock options will be subject to stockholder approval within the next
twelve months.
5. You will also be offered the benefits of the Company's standard
Executive Severance Agreement for senior executives, a copy of which
is enclosed; provided, however, that your form of Executive Severance
Agreement shall provide, in the event that your employment is
terminated after a change in control of the Company (a) by the Company
other than for "cause" or "disability" or (b) by you for "good reason"
(in each case as such terms are defined in the agreement), the
additional benefit that your options referenced in this agreement (and
any additional options unless expressly provided to the contrary)
shall be fully vested.
Your starting date shall be December 4, 1995. Except as provided in the
Executive Severance Agreement, your employment at IPL is "at will" and not for a
specific term. Your employment can be terminated by you or by IPL at any time
for any reason, with or without cause.
If IPL terminates your employment, other than with cause, it will continue
to pay your base salary and continue to provide or pay for medical insurance
which is comparable to what you received as an employee for a period of nine
months after your termination date. These termination benefits are subject to
the return by you of all of the Company's property,
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including any documents or other Company confidential information which may be
in your possession, and the execution by you and the Company of mutually
satisfactory termination agreements and releases. For this purpose termination
"with cause" shall mean termination for gross neglect of duties or commission of
an act of dishonesty or moral turpitude in connection with employment, as
determined by the Board of Directors.
Upon joining IPL, you also agree to execute the Company's standard-form
employment agreement regarding invention and confidential information. In that
agreement, you will confirm the representation which you have previously made to
us to the effect that your employment with IPL as contemplated will not cause
you to breach any fiduciary or other duty, covenant or understanding to which
you are a party or by the terms of which you are bound.
The foregoing terms supersede any prior discussions, oral or written, which
we have had relating to your employment and the other matters discussed in this
letter, including without limitation your original employment letter dated
November 27, 1995.
If the foregoing terms are acceptable to you, please sign, date and return
the original of this letter. An extra copy is enclosed for your records.
Sincerely,
IPL SYSTEMS, INC.
/s/ Stephen J. Ippolito
Chairman of the Board
ACCEPTED:
/s/ Ronald J. Gellert
Enclosures: Executive Severance Agreement
Employment Agreement
Copy of this letter
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