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EXHIBIT 10.51
April 17, 2000
Mr. Casey L. Gunnell
2240 NW 23rd Way REVISED
Boca Raton, FL 33431
Dear Casey:
It is with great pleasure that I offer you the position of Chief
Financial Officer of PNV, Inc. The primary responsibility of this position is
to lead and direct the Company's financial efforts, particularly with the
investment community, driving the Company to realize its vision. This is an
officer position reporting directly to me.
The annual base salary is $225,000.00 per year based on 52 weeks
service. In addition you will be eligible for an annual management incentive
program with a target earnings opportunity of 50% of base salary. This bonus
opportunity is subject to the achievement of specific individual objectives to
be defined within the first few weeks of your employment. The first year's
bonus will be prorated. If full time employment commences by May 15, 2000 you
will be eligible for one-month bonus. For FY 2001 your minimum bonus payment
will be 25% of your targeted bonus amount.
This offer includes a stock option grant of 130.000 shares. This grant
will vest pro rata on the last day of each calendar month during the first 48
months of your employment, subject to customary terms contained in the
Incentive Stock Options agreement issued by the Company under the plan. The
exercise price for the options will equal the fair market value of the stock on
the date you accept this offer.
For FY 2001 (commencing July 1, 2000) you will be also eligible for
additional options resulting from a NEW option plan being adopted and approved
for senior management by the Board of Directors. The number of granted options
would be on par with the number granted to other members of executive
management.
As an employee of PNV, Inc. you will be entitled to benefits in
accordance with the Company's standard benefit program and the executive health
plan currently in place. In addition, subject to your meeting the evidence of
insurance requirements, you will be provided with a company-paid Supplementary
Disability policy. You will be eligible for 4 weeks of paid vacation per year,
including your first year of employment.
In the event your employment is terminated for any reason other than
for cause during your first 24 months with PNV, you will receive severance pay
in the amount of 12 months' salary and bonus, and benefit continuation for 12
months.
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Mr. Casey L. Gunnell
April 17, 2000
Page 2
In the event of change in control of PNV, all Incentive and
Non-Qualified Stock Options will immediately become vested. In addition, if you
are terminated within 12 months of the change in control you will receive 12
months' salary and bonus, and benefit continuation for 12 months. You will also
receive these benefits if, within 12 months following a change in control, you
are constructively discharged. Constructive discharge is defined as a material
change in responsibilities, a change in work location to a new location more
than 50 miles from Coral Springs, Florida, or a reduction in compensation
unless all officers of the company are similarly affected.
Your position will require a "full time" commitment. It is understood
that you have outside interests to which you are currently obligated.
Specifically, FAU and your interest in an automotive transport company in
Dallas, Texas. Your interest in these may continue as long as they do not
detract from your PNV duties and responsibilities. Any future outside interest
will require specific approval.
It is specifically understood and agreed that the organization you are
joining needs personnel. You will have maximum latitude in hiring the personnel
necessary to accomplish our mission. It is also understood that you have family
obligations from approximately June 30th through the first week of July and
will not be available for work during this period.
PNV is a Drug Free Workplace, and this offer is contingent upon your
passing a drug screening test. Upon hire, you will be required to sign a
confidentiality and on-compete agreement, which will extend 12 months beyond
any termination date of your employment by PNV.
A job description summarizing our discussions regarding the duties and
responsibilities of your position is enclosed.
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Mr. Casey L. Gunnell
April 17, 2000
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Casey, I sincerely believe that PNV, Inc. has an exciting future,
filled with substantial opportunity for business growth and personal success. I
also feel that you are a very talented professional with significant potential
to help us grow and succeed. We are excited about the prospect of your joining
the PNV team.
Please sign this offer letter and return to me as soon as possible. I
have enclosed an additional copy for your records.
Sincerely,
/s/ Robert P. May
Robert P. May
Chief Executive Officer
Accepted:
/s/ Casey L. Gunnell
Casey L. Gunnell
Enclosure
