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Exhibit 10.52
May 3, 2000
Mr. Ron Sibold
3009 Barcody Rd., SE
Huntsville, AL 35802
Dear Ron:
Subject to approval of the Verilink Board of Directors, and upon completion of a
full background and reference check, we will be pleased to extend to you an
offer of employment for the position of Vice President and Chief Financial
Officer.
In this role, your base compensation will be $7,692.31 paid bi-weekly
(annualized salary of $200,000). Executive compensation is reviewed annually
after the end of Verilink's June 30 fiscal year end. Your first salary review
will be following the end of FY 01. Any increase in salary is at my discretion
with approval of the Compensation Committee of the Board of Directors. In this
position you will report directly to me.
Contingent upon your acceptance of this offer of employment, and
subject to the Board of Directors' approval, Verilink will grant to you
a Non-Qualified Stock Option which gives you the right to purchase,
under terms stated in your Stock Option Agreement, 200,000 shares of
Verilink Common Stock at the fair market value of that stock as
determined by the Board of Directors on the first day of your
employment by Verilink. Vesting occurs over 4 years with 25% of the
shares vesting upon completion of one full year of employment, and the
remaining shares vesting at the rate of 2.08% (1/48th) at the end of
each month thereafter, assuming continuous employment. On or about the
date of your anniversary each year, Verilink expects to grant you an
option to purchase an additional 50,000 shares of Verilink Common Stock
at the then existing fair market value of that Stock, vesting after
four years of continuous employment after each grant.
You will be provided a sign on bonus of $50,000 (net after taxes) payable within
the first 30 days of employment. If you voluntarily terminate your employment
with Verilink prior to completion of one year's service, you will repay the sign
on bonus in full.
You will receive such benefits as are customarily granted to Verilink employees.
You will receive personal time off (PTO) in accordance with Verilink's existing
policy. PTO initially accrues at the rate of 1-1/2 days per month of employment,
and may be used for vacation, illness, personal business, etc. Verilink confirms
that your health insurance coverage will commence on the first day of your
employment. Please provide the Certificate of Coverage from your current
provider evidencing your existing coverage.
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Mr. Ron Sibold
May 3, 2000
Page 2
Attachment 1 sets forth additional benefits currently available to Verilink
Executive Officers. Executive Officer benefits are subject to review from
time-to-time by the Compensation Committee of the Board of Directors. Please
note that Executive Officers do not participate in the profit sharing plan.
You will be eligible to participate in the FY 2001 Executive Incentive Plan at
an on-target bonus of 50%. For FY 2001, 50% of your target bonus is guaranteed
to be paid. Payment will be made following the end of the fiscal year when all
other similar bonuses are paid. Attachment 2 outlines the Plan details.
Your employment with Verilink Corporation is voluntarily entered into and is for
no specific period. As a result, you are free to resign at any time, for any
reason or for no reason. Similarly, Verilink is free to conclude its at-will
employment relationship with you at any time, with or without cause.
In the event of any dispute or claim relating to or arising out of our
employment relationship, you and Verilink agree that all such disputes shall be
fully and finally resolved by binding arbitration conducted by the American
Arbitration Association. HOWEVER, we agree that this arbitration provision shall
not apply to any dispute or claims relating to or arising out of the misuse or
misappropriation of the Company's trade secrets or proprietary or confidential
information.
This offer of employment is subject to a full background check, and is
contingent upon approval of the Board of Directors and receipt of the following:
A completed employment application.
Full compliance with the Immigration Reform and Control Act of 1986
which requires new employees to provide documentation and/or
identification to establish both identity and work authorization within
three (3) days of your employment.
On your date of hire you will be required to sign a Verilink
Confidentiality Agreement and Change of Control Agreement (Attachments
3 and 4) as a part of your total employment package.
If you will be driving your personal automobile for Company business on
regular basis, you will be required to provide proof of personal auto
insurance policy.
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Mr. Ron Sibold
May 3, 2000
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If you have any questions regarding the nature of this documentation, please
contact Betsy Mosgrove in the Human Resources Department.
This letter, along with any written proprietary rights agreements that you enter
into with Verilink, set forth the terms of your employment with Verilink and
supersede any prior representations or agreements, whether written or oral. This
letter may not be modified or amended except by an instrument in writing, signed
by Verilink and by you.
Ron, we are pleased to have you join the Verilink team and look forward to your
participation in our continued success.
Sincerely,
/s/ Graham Pattison
Graham Pattison
President and Chief Executive Officer
I accept the foregoing offer:
/s/ Ronald G. Sibold 05/17/00
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NAME Date
June 1 - 7, 2000
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Expected Start Date
GP: meh
Attachments