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EXHIBIT 10.23
AMERICA ONLINE
LATIN AMERICA
February 22, 2000
Eduardo Hauser
962 Sanibel Drive
Hollywood, FL 33019
Dear Eduardo:
AOL Latin America Management, LLC ("the Company") is pleased to offer you the
position of VP, CORPORATE DEVELOPMENT reporting to the CHIEF EXECUTIVE OFFICER.
Your compensation will be $6,393.36 semi-monthly, less applicable withholdings,
which if calculated on a yearly basis is $153,440.64. You will also be granted
an option to purchase 200,000 shares of AOL Latin America, Inc common stock
(subject to Board of Director approval), vesting equally on an annual basis,
over a four (4) year period with the first portion vesting on January 1, 2001
and one quarter vesting each January 1 thereafter. The option exercise price
will be the initial public offering price of AOL Latin America, Inc.
In addition you will be granted an option to purchase 45,000 shares of AOL Latin
America, Inc common stock (subject to Board of Director approval), vesting
equally on an annual basis. The first quarter will vest on March 3, 2000 and
one quarter vesting on that date each of the next three years. The option
exercise price will be the initial public offering price of AOL Latin America,
Inc.
In addition, you will participate in the joint venture incentive compensation
plan, with a target bonus equivalent to 35% of your base salary if you and the
Latin America joint venture meet established performance objectives.
In connection with your employment with America Online, Inc. ("AOL") and your
offer letter dated March 3, 1999 ("AOL Offer Letter"), the Company and you agree
that:
1. You were granted options to purchase shares of AOL common stock subject to
Board of Director approval.
2. It was the intent at the time of your employment with AOL, as evidenced by
your AOL Offer Letter, to establish an AOL Latin America stock option plan
pursuant to which you would be eligible to receive share option grants
whose amount, price and other terms would be communicated to you at a later
date.
3. In connection with your offer of employment with AOL and communicated to
you at that time, it was further intended that your employment with AOL
would terminate upon an offer of employment and grant of stock options and
other benefits from AOL Latin America, and at such time you would
relinquish your rights in all AOL stock options previously granted to you.
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4. You agree and acknowledge that the total number of options granted to you
to purchase AOL Latin America common stock is greater than the number of
options you would have been granted if you had never previously been
granted options to purchase AOL common stock.
5. In connection with your employment by AOL Latin America, and your grant of
options to purchase shares of AOL Latin America common stock, you
voluntarily agree that your options to purchase shares of AOL common stock
as indicated in your AOL Offer Letter shall be canceled and you further
agree to waive your rights to all remaining unvested AOL options granted to
you pursuant to the AOL 1992 Employee Stock Plan and Non-Qualified Stock
Option Agreement.
6. All other terms and conditions of your employment with AOL as communicated
to you in your AOL Offer Letter or otherwise shall become null and void.
The Company offers a generous and comprehensive benefits package, including
health, disability, and life insurance. You and your family members will be
eligible to participate in a full range of benefits in accordance with the
Company's current eligibility requirements. Employee benefits are subject to
change at the sole discretion of the Company.
As a condition of your employment, you are required to execute a
Confidentiality/Non-Competition/Proprietary Rights Agreement, which you will
find enclosed. Please sign this agreement, maintain a copy for yourself and
return the original to me.
This letter constitutes the full terms and conditions of your offer of
employment with the Company. It supercedes any other oral or written promises
that may have been made to you as well as any agreement or arrangement you may
have had with the Company or AOL. Your employment with the Company is at-will,
meaning that you or the Company may terminate the employment at any time for any
reason not prohibited by law with or without prior notice. This may occur
before any particular stock vests or any particular compensation becomes due to
you, at which time, you will not be entitled to any further stock, compensation
or other benefits, except as required by law or confirmed in writing at the time
of your departure. Nothing in the offer is intended to create a contract for
employment or guarantee of continued employment with the Company. The Company
reserves the right to change the terms and conditions of your employment at any
time for any reason not prohibited by law, with or without notice to you.
If you agree to accept this offer, please sign and date one copy of this letter
and return it to me. We hope that your employment with the Company will prove
to be exciting and beneficial for both you and us and we look forward to having
you aboard. If you have any questions, please do not hesitate to contact me.
Sincerely,
/s/ Charles Herington
Charles Herington
President and CEO
AOL Latin America
ACCEPTED: /s/ Eduardo Hauser DATED
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Eduardo Hauser
