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Exhibit 10.17
July 21, 2000
PERSONAL & CONFIDENTIAL
Mr. Scott Brian Clark
29 Herkimer Road
Scarsdale, New York 10583
Dear Scott:
On behalf of Liquor.com, we are pleased to extend to you the following
offer of employment:
1. POSITION/TITLE - Chief Financial Officer and General Counsel and
Member of the Executive Management Group. You will report directly
to me as CEO and have senior financial and legal responsibility for
the company and have such other duties commensurate with your
position as assigned to you by the board of directors. Among other
things, you will have senior responsibility for the overall
financial and legal management for Liquor.com and be our primary
interface with our outside lawyers and accountants. In addition, we
expect you to meet with the bankers and investors to advance the
company's private offering efforts and to assist in the
consummation of our contemplated initial public offering which we
expect to file shortly, including participation in "road show"
events. You will also have a critical role in business development,
focusing on the implementation of partnerships and business
alliances within the eCommerce industry and elsewhere.
2. COMPENSATION
- $175,000 per annum, to be increased to $200,000 per annum upon
IPO or significant financing event, including "additional
compensation" of:
- $25,000 on the first anniversary of this agreement, to be
accelerated to your sixth month anniversary, upon completion
of our IPO or a significant financing event.
- $25,000 upon the public offering of our shares or significant
financing event.
- "additional compensation" after your first year will be
determined by the Board of Directors but in an amount of not
less than $50,000.
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Mr. Scott Brian Clark
7/27/2000
Page 2
- Benefits
- Initially, the Company will pay the Cobra premium of your
medical and dental family insurance. Thereafter, you
shall be entitled to the benefits established by the
Company or, if such benefits are not similar to your
current indemnity plan coverage, the Company will pay
for the cost of a similar indemnity plan or like
coverage.
- Participation in any additional bonus, stock option and
employee benefit plans, including pension and medical
to be determined by the executive management group.
3. OPTIONS - The Company will grant you options to purchase up to
244,337 of common shares at $3.52/share under the Company's 2000
Stock Option Plan which shall vest as follows:
- 61,084 to vest upon your starting date;
- 91,626 to vest evenly over the first 12 months;
- 30,542 to vest evenly over the next 12 months;
- 30,542 to vest upon the 2nd year anniversary of
your starting date;
30,542 to vest upon IPO or significant financing
event;
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- Any vested options will not expire prior to the
second anniversary of your termination or
withdrawal. All options become 50% vested upon a
change in control of the company. The options will
have such other terms as established by the Board
of Directors pursuant to the Company's 2000 Option
Plan.
4. LOAN - Liquor.com shall provide you a two year, non-interest
bearing loan (or tandem stock appreciation rights) to allow you to
immediately exercise vested stock options on a cashless basis. The
loan will have such terms as determined by the board of directors.
5. DURATION AND SEVERANCE Your employment will be at-will. Only the
Chief Executive Officer and/or the Board of Directors may terminate
you, and any such termination shall require delivery to you of a
90-day advance written notice of such termination. If you are
terminated without cause, the Company will pay you a six month
severance amount, based upon you per annum rate, within thirty days
of your termination
STARTING DATE - On or about March 27, 2000.
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Mr. Scott Brian Clark
7/27/2000
Page 3
7. FURTHER MATTERS - Further, Liquor.com agrees to immediately purchase
Director and Officer (D&O) liability insurance, sufficient to
adequately cover all officers and directors for any potential
liabilities. It will be your responsibility to work out a proposal for
D&O insurance, for immediate approval of the executive management
group.
Your reasonable out-of-pocket expenses for all travel and subsistence,
including all reasonable such expenses incurred in commuting to the
main office in Chicago will be reimbursed. As CEO I will review and
approve your expense report.
At your or Liquor.com's request, any issues arising under this
agreement shall be settled through appointment of an independent
arbitrator/mediator to be selected by the parties. If the parties
cannot agree on such arbitrator/mediator, Liquor.com's outside
attorney will appoint one. Costs will be split equally between
Liquor.com and you. The venue for any arbitrator (or action) arising
under this agreement shall be New York.
Upon any change in control you will have the option to terminate your
employment and be entitled to a severance payment equal to one times
your annual compensation payable within 30 days of the change in
control.
It is our pleasure to welcome you to Liquor.com. Please indicate your
acceptance of the terms of this agreement by signing the enclosed copy and
returning it to us.
Very truly yours,
/s/ Barry Grieff
Barry Grieff
Chief Executive Officer
I accept the terms of employment as outlined
in this letter
/s/ Scott Brian Clark
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Scott Brian Clark
Date: 7/27/00
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