Exhibit 10.3
COLLEGIS, Inc.
2300 Maitland Center Parkway
Suite 340
Maitland, Florida 32751
May 1, 1998
Robert E. Lund
Dear Bob:
The purpose of this letter is to set forth certain understandings
with respect to your employment with COLLEGIS, Inc. (the "Company").
1. You will be employed on an "at will" basis as Vice Chairman of
the Company effective as of May 1, 1998. In such capacity you will receive
an annual base salary of $187,500 and be entitled to participate in the
senior executive performance incentive plans on a basis comparable to the
other senior executives of the Company. You and your dependents will also be
entitled to participate in the medical and life insurance plans and programs
on the same basis as other senior executives of the Company. The Company
will coordinate with Premier Systems Integrators, L.L.C. to make sure you do
not suffer a "gap" in medical insurance coverage.
2. You and the Company will agree upon your duties and
responsibilities to the Company. You agree that you will devote your full
business time to your duties and responsibilities to the Company.
3. You will be elected to the Board of Directors of the Company
and become a member of the Executive Committee effective as of May 1, 1998.
4. You will be entitled to purchase from the Company 65,000
shares of Series B Common Stock of the Company for a purchase price of $4.00
per share, simultaneously with the execution of this letter agreement. You
acknowledge that these shares (a) have not been registered under the
Securities Act of 1933, as amended (the "Act") and may only be sold pursuant
to registration statement filed pursuant to the Act or if a valid exemption
from registration under the Act is available for resale; and (b) are being
sold to you in reliance upon your being an "accredited investor" and your
representation that you are acquiring these shares for investment and not
with a view toward distribution thereof. You acknowledge that the shares may
be legended to reflect the foregoing.
5. You will also be granted stock options under the Company's
Employee Stock Option Plan ("Plan") in the amounts and pursuant to the terms
set forth below, as well as subject to such other terms required by the Plan
(to the extent not inconsistent with the following):
(a) 90,000 shares of Series B Common Stock at an exercise price of
$4.00 per share all of which shall be vested upon the grant date; and
(b) 270,000 shares of Series B Common Stock at an exercise price
of $4.00 per share vesting 25% per year, and vesting shall not be accelerated
upon a "fundamental change" or "stock sale" (as those terms are defined in
the Plan) or an initial public offering by the Company which occurs prior to
full vesting.
6. In the event of a "fundamental change" or a "stock sale" after
the second anniversary of your employment with the Company, the Company will
require the acquiring company to agree that if the acquiring company
terminates your employment within 6 months after such transaction than you
shall receive a severance payment (in addition to any other benefits you may
be entitled to) equal to one-half of your then annual base salary.
7. The Company agrees that so long as you are employed with the
Company and your permanent residence is not the Orlando, Florida area the
Company shall pay to you each month an amount (as you and the Company shall
hereafter agree upon after investigation of the various costs involved) as
reimbursement for temporary living expenses in Orlando. This amount will be
paid to you on the first day of each month.
8. This Agreement may be amended, modified or supplemented only
by a duly authorized and executed written agreement of each of the parties
hereto.
9. THE VALIDITY AND EFFECT OF THIS AGREEMENT SHALL BE GOVERNED
EXCLUSIVELY BY THE LAWS OF THE STATE OF ILLINOIS, EXCLUDING THE "CONFLICT OF
LAWS" PROVISIONS OF THE STATE OF ILLINOIS.
10. The rights and obligations of the Company under this Agreement
shall inure to the benefit of, and shall be binding upon, the successors and
assigns of the Company. This Agreement and the obligations created hereunder
may not be assigned by you.
If this is acceptable, please execute this letter in the space
provided below.
COLLEGIS, INC.
By:
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Title:
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Agreed to as of the 1st day of May, 1998.
/s/ Robert E. Lund
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Robert E. Lund