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[YOUCENTRIC LOGO] EXHIBIT 10.28
March 31, 2000
Mr. J. Blount Swain
2813 Croix Place
Raleigh, NC 27614
Dear Blount:
I am pleased to confirm our offer of employment as Chief Financial Officer of
YOUcentric, Inc., reporting to Don DeLoach, President, pursuant to the following
terms:
1. START DATE AND RESPONSIBILITIES. Your official start date will be
mutually determined between us. As we discussed, your initial
assignment at YOUcentric will be those functions associated with the
role of Chief Financial Officer.
2. BASE SALARY. Your starting base salary will be $170,000.00 annually and
will be paid in accordance with company policy, which is currently
twice monthly. Your performance will be reviewed annually for
appropriate salary adjustments.
3. BONUS. YOUcentric will give you a bonus opportunity on a quarterly
basis, based on the discretion of the President and/or Compensation
Committee of the Board of Directors including but not limited to
factors such as the company's success in meeting quarterly revenue
targets, and on other quarterly metrics as reported to the investment
banking community. Your maximum bonus payout for any given eligible
quarter under any circumstances will be $20,000. This bonus agreement
does not survive your leaving the company either voluntarily or
involuntarily.
4. STOCK PLAN. YOUcentric is a privately held company and contemplates
adoption of an equity compensation plan for select employees. As part
of this employment agreement, effective upon the later of the execution
of this agreement or the commencement of employment with the company,
you will be entitled to a grant of a stock option with respect to
300,000 shares of YOUcentric common stock (which number reflects an
anticipated stock split prior to an Initial Public Offering) and as
described in the equity compensation plan and stock option award
agreement (both of which will be provided to
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March 31, 2000
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you upon their completion) which will fully vest and will be
exercisable in three (3) equal (1/3) increments on the anniversary of
your start date in the years 2001, 2002, and 2003. The exercise price
of each option share granted pursuant to this paragraph shall be three
dollars ($3.00). This option shall be deemed fully vested and
exercisable in the event of a "change in control" or "corporate
reorganization" of the company, as defined in the equity compensation
plan and/or stock option award agreement. The options granted hereunder
are nonqualified stock options. The stock option grant will contain an
early exercise clause allowing for stock purchase upon employment with
a repurchase option by YOUcentric in accordance with the vesting
period.
The YOUcentric equity compensation plan and any stock option award
agreement entered into pursuant to this letter agreement shall be
interpreted, to the fullest extent possible, in a manner consistent
with this letter agreement. Options granted hereunder shall be
irrevocable; provided, however, that such unvested options may be
canceled or suspended should egregious circumstances exist which you
have caused, such as your termination for cause.
5. TRAVEL AND LODGING/RELOCATION EXPENSE REIMBURSEMENT. YOUcentric will
pay for all related reasonable travel and lodging and temporary living
expenses actually incurred by you, including but not limited to travel
and lodging and temporary living expenses concerning your efforts to
secure housing should you need to relocate to Charlotte. Such expenses
shall include expenses associated with packing, transportation, storage
and unpacking of household goods, and any other expenses which are
mutually agreed upon in advance; provided, however, that such
reimbursement shall be limited to a total of $40,000.00.
6. BENEFITS. You will be eligible for our standard company benefit
program, which includes the following benefits:
(a) paid holidays in accordance with the office's holiday
schedule; currently seven
(b) paid vacation in accordance with YOUcentric's standard
vacation policy; currently two weeks
(c) all employee benefits, including fully paid medical, dental,
life insurance, short and long term disability, SAR/SEP/401(k)
profit sharing plan (averaged 15% of base salary last 2
years), stock plan, bonus plan (averaged 10% of base salary
last 2 years), health club membership ($500 annual limit),
and/or similar plans or programs that may be established by
YOUcentric.
7. NON-COMPETITION, PROPRIETARY INFORMATION, ETC. You agree to execute,
deliver, and perform, incident to and as a condition of your employment
by YOUcentric, Inc. (i) the employment agreement in the form attached
hereto which has been executed by the chief executive officer of the
company and which contains, among other things, certain noncompetition
provisions; and (ii) the Proprietary Information and Inventions
Agreement in the form attached hereto.
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March 31, 2000
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We look forward to establishing a long-term relationship and are extremely
confident that our partnership will be successful. If the terms described in
this agreement accurately reflect our understanding regarding your employment,
please indicate by signing in the space below.
Sincerely,
/s/ Thomas M. Fedell
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Thomas M. Fedell
Chief Executive Officer
YOUcentric, Inc.
Agreed to and Accepted:
/s/ J. Blount Swain
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J. Blount Swain
Chief Financial Officer
