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EXHIBIT 10.45
AUTO-GRAPHICS, INC.
3201 Temple Avenue
Pomona, California
April 28, 2000
Via Personal Delivery
Mr. Michael Skiles
c/o AUTO-GRAPHICS, INC.
3201 Temple Ave.
Pomona, CA
Re: Auto-Graphics, Inc.
Dear Mike:
This letter will serve as Auto-Graphics, Inc.'s (the "Company") offer
of employment to you. If accepted by you, the offer and your acceptance, are
still subject to completion to the Company's satisfaction of certain remaining
"due diligence" regarding such employment including without limitation
contacting your prior employment references and such other background inquiry as
the Company deems appropriate under the circumstances.
Position/Title: President of Auto-Graphics, Inc. (the "Company")
Starting Date: No later than June 5, 2000, and earlier if
convenient (as discussed, it would be helpful if
you participate in some or all of the upcoming
trip by Cope/Flores to see A-G customers on the
East Coast and it is suggested that you attempt to
participate in Company matters on an informal
basis as soon as possible in an effort to expedite
your "hands on" involvement with Company business
at the actual "starting date"
Responsibilities: Senior officer in charge of and with day-to-day
responsibility for managing A-G's library services
and LibraryCard businesses and corporate staff,
and supervisorial responsibility for the Company's
other operating subsidiaries, reporting to
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the Company's Board of Directors (and particularly
Robert Cope in his position as Chairman of the
Board of Directors. Of particular importance is
the development of a going forward company wide
strategic and general "business plan" including
operating/capital budgets for review,
consideration and approval by the Board of
Directors during the 60-120 period following
actual commencement of your employment with the
Company, and the regular/periodic (no less
frequently than annually) updating/review/approval
of such going forward plan(s)
Compensation: Salary - at the rate of $165,000 per year
Bonus - you will be eligible for year-end and/or
other performance bonuses based upon your contribution to the Company to be
determined from time to time in the sole discretion and election of the
Company's Board of Directors
Stock Opportunities: (i) you will be provided the opportunity to
purchase up to 15,000 shares of the Company's (restricted) Common Stock
at $2.50 per share cash subject to the same one-third (5,000 shares) at
the end of one year and two-thirds (10,000 shares) at the end of two
years "vesting" periods provided for in the ensuing subparagraph, (ii)
and, subject to approval of the Company's proposed new qualified stock
option ("ISO") plan at the Company's upcoming annual meeting of
stockholders, you will be granted 5-year options to purchase for cash
75,000 shares of the Company's (restricted) Common Stock at the then
fair market value of such stock at the date of grant under the proposed
plan which options will "vest" (perfecting your right to actually
exercise the option and purchase such shares of stock) 25,000 shares at
the end of the 1st year following the date of grant and 50,000 shares at
the end of the 2nd year following the date of grant (also see "Nature of
Employment" relationship" herein relating to the Company's "at will"
employment discretion/right of termination and possible effect on the
"vesting" of the foregoing stock opportunities and the loss of your
opportunities/benefits in respect thereof if the Company exercises its
rights under such "at will" employment relationship).
Vacation: You will be entitled to a paid vacation at the rate of five
(5) weeks per calendar year to be prorated for the first year
Moving Expenses: The Company will reimburse you for your
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moving expenses (from New York to the Los Angeles area) up to $8,500
Benefits Package: Standard Company package per the Company's
Employee Handbook, to be provided, as in effect from time to time
Nature of Employment: "At will" employment relationship whereby the
Company reserves the right to terminate the employment relationship in
its discretion (with or without cause) upon reasonable notice and
subject to the severance benefits provided for in the Company's Employee
Handbook as in effect from time to time (and stock opportunities and
rights referenced herein are likewise subject to and conditioned upon
such "at will" employment relationship continuing at the Company's
discretion during the periods of time referenced herein)
Termination Benefit: If your employment is terminated by the Company for
any reason other than "for cause" anytime prior to the one year
anniversary of the commencement of such employment, you will receive, in
addition to whatever other benefits might apply per the Employee
Handbook, a termination/relocation benefit payment of $35,000
If the foregoing terms/conditions are acceptable to you, subject to the
completion of the Company's "due diligence" within seven (7) business days from
the date of the return of this letter, please sign, date and return a copy of
this letter.We look forward to a productive and rewarding relationship.
Very truly yours,
OFFER ACCEPTED AS PRESENTED
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Michael Skiles
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Dated: April ___, 2000