1
EXHIBIT 10.10
[LHS LOGO]
LHS
GROUP INC.
6 Concourse Parkway
Suite 2700
Atlanta, GA 30328
Tel: +(770) 280-3100
Fax: +(770) 280-3199
August 31, 1999
STRICTLY CONFIDENTIAL
BY FAX TO: (972) 307-7567:
Mr. Gary D. Cuccio
2513 Timber Cover Lane
Plano, Texas 75093
Dear Mr. Cuccio:
On behalf of the Board of Directors of LHS Group Inc., I am pleased to
present the following offer to succeed me as Chief Executive Officer
and President of LHS. As Chief Executive Officer and President you will
report to me as Chairman of the Board.
Upon acceptance of this offer, the following terms will govern your
employment with LHS.
1. DATE AND TERM OF EMPLOYMENT
You will assume the position of Chief Executive Officer and President
on a mutually agreed date on or after November 1, 1999. Your date of
employment will be no later than January 1, 2000.
Your employment is for no specific term and may be terminated by the
company at any time with or without "Cause" (as defined in paragraph 7
below). In the event the company terminates your employment without
"Cause," you will be entitled to receive severance benefits pursuant to
paragraph 6 below.
You may terminate your employment for any reason upon six months prior
written notice to the company, or such shorter notice period as may be
agreed.
2
[LHS LOGO] Mr. Cuccio
August 31, 1999
Page 2
2. SALARY AND BONUS
Your base salary will be $400,000 per year. You will also be eligible
to receive an incentive bonus of up to $400,000 per year in the event
the company meets the following two performance goals. If the company
meets or exceeds the First Call consensus earnings estimate for each
quarter of the year, you will be entitled to a bonus of $200,000. If
the company meets or exceeds the quarterly revenue and earnings per
share goals included in its annual operational plan, you will be
entitled to an additional $200,000.
3. STOCK OPTIONS
You will receive a non-qualified stock option to purchase 1,000,000
shares of the company's common stock. Your option grant will be made
and will vest in accordance with the terms and conditions of the LHS
Group Inc. 1996 Stock Incentive Plan. In accordance with the terms of
the Plan and the company's standard non-qualified option agreement, in
the event of a "Change of Control" (as defined in the Plan), your
option will become fully exercisable.
4. RELOCATION EXPENSES
You will be reimbursed for relocation expenses of up to $70,000.
5. BENEFITS
You will be eligible to participate in all employee welfare and benefit
programs maintained by the company to the same extent as the company's
other executive officers.
6. SEVERANCE BENEFITS
In the event the company terminates your employment without "Cause,"
you will be entitled to receive a lump sum severance payment equal to
your then-current base annual salary. The severance payment will be due
on your last day of employment.
7. TERMINATION FOR "CAUSE"
Your employment with LHS may be terminated with "Cause" at any time
without notice. For purposes of this agreement, "Cause" is defined as
(i) any conduct by you as an employee of LHS that violates state or
federal laws, or company policies and standards of conduct (ii) any
dishonesty by you in performance of your duties as an
3
[LHS LOGO] Mr. Cuccio
August 31, 1999
Page 3
employee of LHS, including your knowing failure to disclose or stop the
dishonesty of others, (iii) any act or omission by you that has the
potential of injuring the reputation of LHS. LHS may set off against
amounts owed to you any losses LHS sustains as a result of the facts or
actions that constitute cause for your termination. If your employment
is terminated for Cause, you will not be entitled to severance
benefits.
8. CONFIDENTIALITY AND COMPLIANCE WITH POLICIES
In order to protect the company's confidential and proprietary
information, prior to your date of employment, you agree to execute the
company's standard confidentiality and non-disclosure agreement. You
also agree to comply with all LHS policies, work rules and standards of
conduct.
Please confirm your acceptance of the Board's offer by signing this
letter and returning it to me.
Very truly yours,
/s/ Hartmut Lademacher
---------------------------
Hartmut Lademacher
Chairman of the Board
Accepted:
/S/ Gary D. Cuccio
---------------------------
Gary D. Cuccio
Date: 9/5/99
----------------------
cc: Board of Directors
4
[LHS LOGO]
'
October 6, 1999
Mr. Gary D. Cuccio
2513 Timber Cover Lane
Plano, Texas 75093
Dear Mr. Cuccio:
This will confirm that your date of employment as Chief Executive
Officer and President will be November 1, 1999.
Please confirm our agreement concerning your date of employment by
signing this letter and returning it to me.
Very truly yours,
/s/ Hartmut Lademacher
Hartmut Lademacher
Chairman of the Board
Accepted:
/s/ Gary D. Cuccio
---------------------------
Gary D. Cuccio
Date: Oct. 7, 1999
cc: Board of Directors