EX-10
from 10-K
1 page
February 6, 1998 Mr. William B. Hewitt President & CEO the Union Corporation 211 King Street, Suite 100 Charleston, South Carolina 29401 Dear Bill: The Purpose of This Letter Is to Outline the Mutual Understandings We Have Developed Regarding Your Ongoing Association With Osi. O You Will Join the Osi Board of Directors as the Non-Executive Vice Chairman. You Will Receive the Standard Non-Employee Board Member Compensation, Which Will Consist of $2,000 Per Meeting and Participation in the Director's Option Plan. This Plan Will Provide You Options for 3,000 Shares of Osi Stock at an Exercise Price of $50. These Shares Will Time-Vest Over Three Years. O We Will Engage You as a Consultant to Osi With Your Primary Responsibility to Assist in Growing the Outsourcing Business of Osi. the Terms of This Consulting Agreement Will Be as Follows: - The Initial Term of the Agreement Will Be for One Year, Effective January 26, 1998. the Expectation Is That You Will Devote Approximately 80% of Normal Working Hours to Osi Activities. Renewal Terms Will Be at the Mutual Consent of Osi and You. Compensation Will Be at the Rate of $5,000 Per Day, or Approximately $1.0 Million at the 80% Time Assumption. - You Will Have the Opportunity to Participate in the Osi Stock Option Program With an Initial Grant of 10,000 Options at an Exercise Price of $50. Vesting of These Shares Are Subject to Various Performance and Liquidity Criteria Which Will Be Outlined in the Option Agreement. Bill, I Think This Outlines the General Areas That Have Been Agreed To. Obviously, the Option Programs and Consulting Agreement Will Be Given to You for Final Review and Signing. I Sincerely Look Forward to Working With You and Gaining Your Help in Continuing to Build Osi Into a Great Company. Sincerely, /S/ Tim Beffa Tim Beffa Tgb/Sw
12/34/56
