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EXHIBIT 10.26
December 21, 1999
Ms. Catherine O'Rourke
24 Little's Point Road
Swampscott, MA 01907
Dear Cathy:
On behalf of PictureTel Corporation (the "Company"), I am very pleased to offer
you an opportunity to immediately join our Company as the Vice President,
Corporate Marketing and a Corporate Officer of the Company reporting directly to
me.
The cash compensation in the offered position will be composed of two elements:
an annual base salary, an annual bonus opportunity under PictureTel's Management
Incentive Plan. The base salary for the position will be paid at the biweekly
rate of $7,692.31 (the equivalent of $200,000.00 annually based on 26 biweekly
pay periods in the year). The offered base salary will be the minimum paid while
employed with the Company. As an Officer and Vice President of the Company, a
full performance and compensation (salary, bonus, and equity) review is
completed by the Compensation Committee of the Board during the quarter
immediately following the close of each fiscal year and recommendations acted
upon as appropriate.
The payment of a bonus under the Management Incentive Plan is predicated on the
Company's achievement of the annual revenue and profitability objectives
established at the start of the fiscal year and your performance in meeting your
Individual Goals for the year. The bonus opportunity will be 0% - 40% of base
salary for full performance in meeting the objectives for the year, but may
range up to 80% of base salary for performance in excess of the plan. The bonus,
if any, is determined and paid in the first quarter following the close of the
fiscal year.
The Company will offer you a cash sign-on bonus in the aggregate amount of
$50,000.00; paid as follows: $30,000.00 within thirty (30) days of your hire
date; $20,000.00 on the six (6) month anniversary of your hire date. If you
voluntarily terminate your employment with the Company before the payment of all
the sign-on bonus installments, those installments remaining to be paid will be
forfeited.
In addition, we will recommend to the Compensation Committee of the Board of
Directors that you be granted an option to purchase 125,000 shares of the Common
Stock of the Company under the 1999 Equity Plan ("Option"). The Option will vest
over a four (4) year period, with the first twenty-five (25) percent of the
Option vesting one (1) year following the date the option grant is approved and
six and one quarter (6.25) percent of the Option vesting each full three (3)
month period thereafter. The purchase price of the Option will be determined by
the Compensation Committee on the day your option grant is approved and will be
the closing price as quoted on the National Market System of NASDAQ on that
date. Vesting shall be conditional on your continued full-time employment with
the company. All other conditions applicable to the Option shall be set forth in
the 1999 PictureTel Equity Plan and a Option Agreement shall be delivered as
soon as possible following the day the Option is approved. As a Vice President,
additional option grants are subject to the annual total compensation review
discussed above.
In the event that your employment with the Company is involuntarily terminated
for any reason other than for Cause, you will be entitled to receive a
continuation of your then current base salary for a period of twelve (12) months
("Severance Period"). For purposes of this letter, "Cause" shall be defined as
and be limited to conviction of a felony or willful misconduct or gross
negligence in the performance of duties which result in material harm to
PictureTel. During the Severance Period, the Company will maintain your
eligibility to participate in the Company's group medical and dental plans and
will continue to contribute its share of the costs of such plans at the same
level as active employees. If you wish to continue your medical and dental
insurance coverage beyond the Severance Period, you may do so for up to a total
of eighteen (18) months (inclusive of the Severance Period) pursuant to your
rights under the Consolidated Budget Reconciliation Act ("COBRA"). If you elect
to continue coverage beyond the Severance Period, you will be responsible for
paying the full cost of the coverage.
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Further, the Company will enter into a separate Change in Control Agreement
("CIC Agreement") which will provide you with certain benefits in the event of
an involuntary termination due to a change in control. The CIC Agreement will
include certain triggering events and provide, but not be limited to, severance
equal to the sum of (a) your then current base salary, plus (b) the highest
bonus paid in the three years preceding the triggering events, paid over a
consecutive twenty-four (24) month period. The full acceleration of all unvested
stock options in the event of a change in control is to be specifically covered
in the 1999 Equity Plan and will not be included in the CIC Agreement. The CIC
Agreement will be executed concurrently with your acceptance of our employment
offer and the commencement of work with the Company.
As an employee of the Company you will be entitled to participate in our medical
insurance benefit programs. We offer two options: (1) a competitive medical and
dental plan through Blue Cross Blue Shield of Massachusetts, or (2) membership
in the Harvard - Pilgrim Community Health Plan, a Health Maintenance
Organization. You will be responsible for a portion of the premium cost, with
payment arranged through payroll deductions. A Section 125 reimbursement plan to
help with daycare and non-reimbursed medical expenses is available at your
election, also through payroll deductions. In addition, the Company provides
long-term disability, accidental death and dismemberment, and life insurance
coverage (life benefit equal to two (2) times your annual salary). The premiums
for the disability and life insurance are paid one hundred (100) percent by the
Company. Finally, the Company offers a 401(k) Retirement Plan and a Section 423
Employee Stock Purchase Plan to all employees upon their becoming service
eligible. You will be entitled to paid holidays and vacation in accordance with
Company Policy
This offer is contingent on your providing proof of eligibility for employment.
On your first day of employment, please bring with you either: (a) a valid U.S.
Passport, or (b) a birth certificate and a driver's license, or (c) an original
Social Security card and a driver's license.
Please indicate your acceptance of this offer and your anticipated start date by
completing and signing the enclosed copy of this letter, the PictureTel
Application for Employment, and the Proprietary Information Agreement. Please
return all signed documents to Larry Bornstein as soon as practical.
If you have any questions regarding this offer, please do not hesitate to call
Larry or me. We look forward to your joining and being an important member of
our team.
Sincerely,
Norman Gaut
Chairman, President and
Chief Executive Officer
ACCEPTED: ____________________________ Date: ____________
SS#: ________________ Anticipated Start Date: ________________
