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EXHIBIT 10.3
June 28, 2000
Steven E. Opdahl
4924 Washburn Avenue South
Minneapolis, MN 55410
Dear Steve:
On behalf of Tricord Systems, Inc., I am pleased to extend to you the following
offer to join the Tricord Team as Chief Financial Officer of the Company. This
offer is subject to your acceptance and approval by Tricord's Board of
Directors. This offer letter is not an employment contract, and you will be
deemed an at-will employee of Tricord.
Set forth below are the terms of your employment:
1. Your employment will commence on June 28, 2000. During your employment
with the Company, you will make yourself available to perform such
duties, consistent with your other business and employment activities,
as may be agreed to by the Chief Executive Officer of the Company and
you.
2. Your base salary in connection with such employment will be $150,000
per year. Tricord's pay periods are the 15th and the end of the month.
3. You will be granted, effective as of the date you commence employment,
an incentive stock option (the "Option") to purchase 150,000 shares
(the "Option Shares") of the Company's common stock at an exercise
price equal to the closing bid price of the common stock on the first
trading day prior to the date you commence employment. You should
note, however, that the number of shares subject to the Option that
will actually qualify for incentive stock option tax treatment will be
limited by the provisions of the Internal Revenue Code.
a. The Option will be granted under the terms of the Company's 1998
Stock Incentive Plan (the "1998 Plan") and the standard form of
option agreement thereunder. The Option will become exercisable
in 37 installments as follows: (i) 25% of the Option Shares will
become exercisable 12 months after the date of grant; and (ii)
75% of the Option Shares will become exercisable in 36 equal
monthly installments thereafter (i.e., approximately 2.083% of
the Option Shares for each full month of continuous service
thereafter).
b. Pursuant to authority granted under Section 13.3 of the 1998 Plan
and the proviso at the end of Section 13.5 of the 1998 Plan, in
the event that your employment with the Company is terminated
within 24 months following a Change in Control of the Company (as
defined in the 1998 Plan) as a result of death, disability,
termination by the Company without "cause" (as defined in the
1998 Plan) or resignation by you for "good reason" (which is
defined as a significant reduction in your responsibilities, a
reduction in your base salary or requiring you to be based more
than 30 miles from where your office is located prior to a Change
in Control of the Company), (i) your Option (to the extent held
at least six months
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from the date of grant) will become immediately exercisable in
full as of such termination and will remain exercisable for the
remainder of its term and (ii) the limitation on such
acceleration of exercisability set forth in Section 13.5 of the
1998 Plan will only be applied to the extent that the application
of such limitation would result in the receipt by you, on an
after-tax basis, of a greater amount than if such limitation had
not been applied.
4. You will also be granted, effective as of the date you commence
employment, a non-statutory stock option (the "Non-Plan Option") to
purchase 50,000 shares (the "Non-Plan Option Shares") of the Company's
common stock at an exercise price equal to the closing bid price of
the common stock on the first trading day prior to the date you
commence employment. The Non-Plan Option will be granted outside of
the Company's 1998 Plan.
a. The Non-Plan Option will become exercisable in 37 installments as
follows: (i) 25% of the Non-Plan Option Shares will become
exercisable 12 months after the date of grant; and (ii) 75% of
the Non-Plan Option Shares will become exercisable in 36 equal
monthly installments thereafter (i.e., approximately 2.083% of
the Non-Plan Option Shares for each full month of continuous
service thereafter).
b. In the event that your employment with the Company is terminated
within 24 months following a Change in Control of the Company as
a result of death, disability, termination by the Company without
"cause" (as defined above) or resignation by you for "good
reason" (as defined above), (i) your Non-Plan Option (regardless
of how long it has been held) will become immediately exercisable
in full as of such termination and will remain exercisable for
the remainder of its term and (ii) such acceleration of
exercisability will be limited as set forth in Section 13.5 of
the 1998 Plan but such limitation will only be applied to the
extent that the application of such limitation would result in
the receipt by you, on an after-tax basis, of a greater amount
than if such limitation had not been applied.
5. You agree to execute prior to commencing employment the Company's
standard form of nondisclosure/confidentiality agreement and to abide
by the terms of such agreement.
6. If your employment with the Company is terminated without "cause" (as
defined above) or you terminate your employment for "good reason" (as
defined above), you will receive a lump sum cash payment equal to six
months of your then current base salary; provided, however, that such
cash payment will be increased to 12 months of your then current base
salary if such termination occurs within 90 days following a Change in
Control of the Company.
7. You represent that neither commencing employment with the Company nor
performing your duties on behalf of the Company will conflict with,
constitute a breach under, or give any third party rights to Company
intellectual property pursuant to, any agreement, contract or other
arrangement to which you are subject.
8. You agree that at no time will you use any trade secrets or other
intellectual property of your current employer or any other third
party while performing your duties for the Company.
As an employee, you will have the opportunity to participate in the Tricord
Employee Benefit Package, subject to eligibility requirements of the various
plans.
Please indicate your acceptance of this offer by signing and returning this
letter to me. Your employment will be effective upon approval by the Board of
Directors.
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I am confident that you will make a significant contribution to the success and
growth of Tricord, and we are looking forward to having you on the Tricord Team.
Very truly yours,
/s/ John J. Mitcham
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John J. Mitcham
ACCEPTANCE:
/s/ Steven E. Opdahl
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Steven E. Opdahl
June 28, 2000
DATE OF BOARD APPROVAL: June 28, 2000
