[Sonic Letterhead] EXHIBIT 10.18
Mr. Stephen L. Wilson
4491 Vieja Drive
Santa Barbara, CA 93110
Dear Steve:
It is my pleasure to offer you the position of Vice President and Chief
Financial Officer (CFO) for SONIC innovations, Inc. (SONIC). This position
reports directly to the President and CEO. The terms of this offer include the
following:
1. Base salary will be $200,000 per year, paid twice monthly.
2. A guaranteed bonus of $82,000 will be paid on March 1, 2000. You will help
me reformulate the executive bonus program for 2000 and beyond, then
participate in that program as well.
3. Benefits include vacation, holidays and personal leave. You will be eligible
for medical insurance for you and your dependents for which the premium is
fully paid by SONIC. Your benefits will include long term disability
insurance for which the premium is also paid 100% by SONIC. You will also be
eligible for dental insurance; our 401k plan and flexible spending
(cafeteria) plan.
4. The Board of Directors has agreed to grant you an option to purchase 550,000
shares of common stock at the current fair market price of $2.00 per share,
provided that you begin employment prior to the next Board of Directors
meeting on October 21, 1999, at which time the price may be adjusted. The
grant will be subject to the standard terms and conditions of SONIC's Stock
Option Agreement, except for the vesting schedule which shall be as follows:
50,000 shares upon employment
150,00 shares on the IPO
200,000 shares at 6 months post employment
250,000 shares at 9 months post employment
300,000 shares at 12 month post employment
350,000 shares at 18 months post employment
450,000 shares at 24 months post employment
500,000 shares at 30 months post employment
550,000 shares at 36 months post employment
These options shall be incentive stock options to the maximum
extent permitted by law.
5. In the event of a change in control (defined as the acquisition by another
person of greater than 50% ownership of SONIC's equity or assets, or a
merger in which less than 50% of the combined company's equity is held by
SONIC shareholders), half of your then outstanding unvested stock options
shall vest immediately. If your employment is terminated or your job is
reduced in scope subsequent to a change in control, then all your then
unvested stock options shall vest immediately and you will receive an
immediate cash payment to your two biggest year's salary and bonus.
6. Employment at SONIC is not for a specific term and can be terminated by you
or by SONIC at any time, for any reason, with or without cause and with or
without notice. If you choose to terminate your employment before completing
one full year, you agree to repay relocation expenses which SONIC has paid
on your behalf or reimbursed to you. If your employment is terminated by
SONIC at any time, for reasons other than cause (defined as gross
negligence, willful misconduct, or illegal acts which cause material harm to
SONIC), or if your job is reduced in scope, you will receive an immediate
cash payment equal to your highest one year's salary and bonus.
7. It shall be a condition of your employment that you execute SONIC's standard
non-disclosure agreement concerning confidentiality and intellectual
property rights, and that you will not bring to SONIC any proprietary
technology or information from a third party.
8. When you report to work you will be asked to provide proof of eligibility to
legally work in the United States.
9. The Company will pay reasonable and customary relocation expenses for your
move to the Salt Lake City area, including real estate commissions on both
ends, moving of household goods, and travel and temporary housing for your
family. These amounts shall be grossed up for taxes. The Company will pay
reasonable temporary living expenses and travel expenses between Salt Lake
City and Santa Barbara for you for a period of up to 12 months. These
amounts shall be grossed up for taxes.
10. It shall be understood that employment with SONIC requires 100% commitment
by you to SONIC and that you shall not accept outside employment or
consulting agreements, except that you may continue your Board position at
Angeion Corporation, and except as consented to by the President and CEO,
which consent shall not be unreasonably withheld.
11. SONIC anticipates your start date to be on or before October 20, 1999. This
offer of employment expires on September 24, 1999. Please sign a copy of
this letter, indicating your acceptance, and return it to me at your
earliest convenience.
Steve, we have an opportunity to help the hearing impaired, as they have never
been helped before. Please join us for the challenge and for the fun of
building the best hearing aid company in the world!
Sincerely,
/s/ Andrew Raguskus / by Debbie Thomas
Andrew Raguskus
President & CEO
I accept the offer: /s/ Stephen L. Wilson Date: 9/24/99
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Stephen L. Wilson
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