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EXHIBIT 10.17
July 15, 1998
Mr. Michael F. Oyster
853 Norton Church Road
Hampton, New Jersey 08827
Dear Michael:
On behalf of Network Plus, Inc. I am pleased to offer you the position of
Division President of our Local Services reporting to Mr. Robert Hale, Chief
Executive Officer and Mr. James Crowley, Executive Vice President. As the
President of our Local Division and a member of the Executive Steering
Committee, you will be responsible for all day-to-day operations of the company,
including the selection of your staff. Your effective date of hire as a regular,
full-time employee will be Monday, July 20, 1998.
Your initial salary for this position will be $175,000 per annum (before taxes
and any applicable deductions). Network Plus, Inc. conducts annual salary and
performance reviews for all of its employees. In addition, you will have the
potential to earn a discretionary bonus of up to 50% of your base salary, based
upon reaching certain mutually agreed upon goals and objectives.
You will receive a sign-on bonus of $25,000, thirty (30) days after you begin
your employment with Network Plus. In addition, you will receive a bonus of
$10,000 when the Vice President of Operations becomes employed by the company
and an additional $5,000 for each one of the first three senior leaders that
join the Local Services Division. These bonuses will also be paid thirty (30)
days after each one of the individuals begins employment with Network Plus.
Lastly, if your employment with Network Plus is required prior to the completion
of the merger between AT&T and TCG, you will receive an additional $25,000
bonus, paid to you thirty (30) days after your employment begins with our
company.
While the Company does not currently have a formal stock option program, it
intends to adopt one within the next few weeks. Pursuant thereto, the Company
agrees to reserve the following shares of common stock in your name:
A) 10,000 shares, vesting over four (4) years at an exercise
price of $15.00 per share.
B) 20,000 shares, vesting over four (4) years at an exercise
price of $30.00 per share.
C) 10,000 shares, vesting over four (4) years at an exercise
price of $50.00 per share.
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Mr. Michael F. Oyster
July 15, 1998
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You will be tasked to establish the offices and other business facilities
necessary to operate the Local Services Division without the need to relocate
from your current residence. Upon employment, you will be provided with
sufficient capital as well as an estimated operated expense budget. This will
allow you to establish immediate operations and begin the recruitment and hiring
process to staff the Local Services Division. As part of carrying out your
normal duties and responsibilities, you will need to travel regularly to our
Headquarters Office in Quincy, Massachusetts. You will be provided a per diem
allowance for your expenses or utilize Corporate Housing, based on availability.
In the event that you are terminated without cause, the Company agrees to
provide you with three (3) months of severance pay and will continue your
benefits for a period of up to one year in duration or until such time as you
secure other employment.
Further, if you are terminated without cause, fifty (50) percent of the stock
options which have been granted to you will vest effective your date of
termination.
As a regular full-time employee, you are eligible to participate in the employee
benefits plan which Network Plus offers to its employees. After three (3) months
of employment with the company, you will be eligible to enroll in our Medical,
Dental and Short Term and Long Term Disability Programs. A Human Resources
Representative will fully explain the individual programs and employee
contribution levels. After six (6) months of employment, you will become
eligible to participate in our 401K Program, managed by the Principal Financial
Group. Life Insurance equal to one (1) times your annual base salary is
effective on your first day of employment. The company will also provide you
with a car allowance of $250 per month and reimburse you for all related parking
fees up to a maximum of $200 per month.
Network Plus will pay for your COBRA Benefit Costs, for medical and dental
benefits only, for three months in duration. After this period, you will become
eligible to join the PPO offered by Network Plus.
It is understood that you are not being offered employment for a definite period
of time and that either you or Network Plus may terminate the employment
relationship at any time and for any reason without prior notice.
Please indicate your acceptance of this offer by signing and dating one of the
copies of this letter and returning it to the Human Resources Department by July
20, 1998. You may keep the other copy for your records.
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Mr. Michael F. Oyster
July 15, 1998
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In order to comply with federal regulations regarding employment eligibility,
you will need to bring current identification with you on your first day with
Network Plus. The identification can be a passport or a valid driver's license
plus an original social security card or a birth certificate.
We look forward to your joining Network Plus and are pleased that you will be
working on our team.
Sincerely,
/s/ Robert J. Guarnieri
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Robert J. Guarnieri
Director of Human Resources
Offer Accepted: /s/ Michael F. Oyster Date: 7/16/98
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Michael F. Oyster