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EXHIBIT 10.9
[LOGO OF CREDENTIALS SERVICES INTERNATIONAL, INC.]
DATE: January 6, 1997
TO: Gerry Keehan
FROM: Dave Thompson
/s/ Dave Thompson
SUBJECT: Compensation
Gerry, as we discussed, effective January 1, 1997, you have been appointed
Executive Vice President - Marketing. The details are as follows:
* Annual base compensation of $140,000, to be adjusted annually based upon
performance.
* An annual bonus targeted at 20% of your base compensation, based upon
the attainment of business goals as determined by myself and the Board
of Directors.
* Participation in equity ownership, as previously agreed.
* In the event of termination without cause, twelve months salary and
benefits will be paid.
This updates your previous letter agreement dated October 1, 1994. In the next
several months, we will work towards implementing an employment agreement for
you.
Please see me with any questions.
cc: S. Henderson
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[LETTERHEAD OF CREDENTIALS SERVICES INTERNATIONAL, INC.]
October 1, 1994
Mr. Gerry Keehan
28241 Leticia Avenue
Mission Viejo, CA 92692
Dear Gerry:
This letter will evidence the agreement between you and Credentials Services
International, Inc., a Delaware Corporation (the "Company"), regarding the
terms of your employment by the Company. By your execution and return of this
letter, you agree with the Company as follows:
1. Term: Through September 30, 1999; however, either you or the Company
may terminate without cause, and the Company may terminate with cause, at any
time prior to that date.
2. Duties and Responsibilities: Your duties and responsibilities shall
be those assigned to you by the President and the Board of Directors of the
Company, and you shall devote your full time and effort to the performance of
those duties and responsibilities.
3. Salary: $100,000 annually.
4. Bonus: If the Company meets its projected cash flow budget on a
cumulative basis from October 1, 1994, $30,000 plus, at the discretion of the
Board of Directors, up to an additional $15,000.
5. Special Bonus: Should the Company exceed its projected cash flow
budget in any year (October 1 - September 30), after taking into account prior
year shortfalls, you, along with other executives, will participate in a
special bonus pool of no more than $950,000.
6. Additional Benefits: You will be entitled to a vacation allowance
and to participate in all 401(k), insurance, profit-sharing and other benefit
plans adopted for the benefit of the
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employees of the Company generally and to reimbursement of expenses incurred
for the benefit of the Company in accordance with Company policies.
7. Effect of Termination: If the Company terminates this Agreement
without cause, it will continue your Salary until the earlier of twelve months
after such termination or September 30, 1999; if the Company terminates this
Agreement without cause or if this Agreement terminates on September 30, 1999,
or if you die or are disabled, the Company will pay to you any Bonus to which
you are entitled on a pro rata basis for the year in which such termination
occurs. In all other cases, your salary will terminate on termination of this
Agreement and you will not be entitled to a Bonus for the year in which such
termination occurs.
8. Conditions of Employment: It is a condition of your employment with
the Company that you execute and deliver the Company's conditions and deliver
the Company's Conditions of Employment.
We look forward to working with you and making you a part of our executive
team. Please evidence your agreement with the foregoing by executing and
returning this letter.
Very truly yours,
Credentials Services International, Inc.
By: /s/John P. Ferry
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John P. Ferry, President
Accepted and Agreed:
/s/ Gerry Keehan
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Gerry Keehan
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