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EXHIBIT 10.26
DATED: DECEMBER 10, 1999
FINAL DOCUMENT
FSI INTERNATIONAL, INC.
CHIEF EXECUTIVE OFFICER
SUMMARY OF TERMS OF PROPOSED EMPLOYMENT
Title and Reporting
Executive will be President and Chief Executive Officer of FSI International,
Inc. (the "Company"), reporting to the Board of Directors. Executive will also
be strongly considered as a new member of the Board of Directors of the Company
at the Board's next meeting.
Base Salary
Annual salary of $350,000. Annual increases on a fiscal year basis will be in
the discretion of the Board of Directors.
Annual Bonus
The Executive's annual bonus will have a target of 100% and a range of up to
200% for performance in excess of established annual milestone objectives.
Objectives for the fiscal year 2000 will be established within 90 days of the
commencement of employment by Executive.
The Company will pay Executive $50,000 in the form of a sign-on bonus. The
Company will also guarantee that the Executive's annual bonus for the fiscal
year ending in August 2000 will be no less than $125,000.
Equity Incentive
Executive will receive an option of 400,000 shares of common stock of the
Company following execution of employment contract vesting 25% each year over a
four year period. The option exercise price will be the Company's fair market
value on the date of grant pursuant to the terms of the Company's Omnibus Stock
Plan.
Indemnification
Indemnification as a corporate officer and director to the maximum extent
permitted under applicable law.
Supplemental Documentation
The Company provides the following agreements for you, and each is enclosed for
your review and consideration:
- FSI International, Inc. Management Agreement
- FSI International, Inc. Employment Agreement
In addition, you will be eligible for participation in the FSI International,
Inc. Severance Pay Plan subject to the terms of the Employment Agreement.
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DATED: DECEMBER 10, 1999
FINAL DOCUMENT
FSI INTERNATIONAL, INC.
CHIEF EXECUTIVE OFFICER
SUMMARY OF TERMS OF PROPOSED EMPLOYMENT
Commuting and Relocation Benefits
The Company will pay for commuting costs of travel for the Executive (and/or his
wife) to/from California to FSI sites. To the extent that any commuting benefits
are taxable to Executive, the Company will pay to the Executive a full gross-up
(except to the extent that such expenditures by Executive may be deducted on
Executive's personal income tax) so that the amounts paid by the Company, net of
Executive's taxes, fully cover the relevant expenses.
For the term of employment, the Company will lease for Executive a fully
furnished apartment or condominium in the Chaska, Minnesota area while Executive
continues to maintain a residence in California.
If the Executive elects to move to the Chaska, Minnesota area, the Company will
pay for all reasonable and ordinary costs of relocating Executive and spouse.
After the Executive has been employed by the Company for a period of up to two
years and with agreement by the Board of Directors, and the Executive elects to
move to the San Francisco Bay Area or other location as may be agreed to by the
Board of Directors, the Company will guarantee a loan of $500,000 for use as
mortgage assistance at a rate not to exceed five percent (5%) with a thirty (30)
year term. In addition, the Company will pay for all reasonable and ordinary
costs of relocating Executive and his spouse.
Perquisite Allowance
The Company will pay Executive an annual gross perquisite allowance of $15,000
for use as determined by Executive.
Life Insurance Policy
The Company will provide Executive with a life insurance policy per Company
plan.
Health, Vacation, and Welfare Benefits
Health, vacation, and welfare benefits will be per Company plans generally
applicable to senior executives.
Legal Fees
The Company will reimburse the Executive for legal fees associated with the
employment terms of up to $10,000.
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DATED: DECEMBER 10, 1999
FINAL DOCUMENT
FSI INTERNATIONAL, INC.
CHIEF EXECUTIVE OFFICER
SUMMARY OF TERMS OF PROPOSED EMPLOYMENT
ACCEPTED:
By: Dated:
/s/ J. A. Elftmann 12/10/99
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Mr. Joel Elftmann
Chairman
FSI International, Inc.
By: Dated:
/s/ Donald S. Mitchell 12/12/99
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Donald S. Mitchell
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