EX-10.1
from 10-Q
4 pages
April 27, 2006 Mr. Charles Kane One Cold Spring Brook Road Hopkinton, Ma 01748 Dear Chuck, I Am Pleased to Confirm Our Offer of Employment for the Position of Chief Financial Officer Reporting to Me. You Will Be Paid at the Semi-Monthly Rate of $12,500 Per Pay Period, an Annualized Salary of $300,000. This Offer Also Includes: Performance Based Shares Options to Purchase 275,000 Shares of the Company’s Common Stock. These Options Will Vest Over a Three-Year Period and Will Be Based on Performance Criteria. the Metric Used Will Be the Net Income Over Three Years, Excluding the Impact of Stock Option Expense. the Grant Will Include a Provision to Allow for Attainment of Results on an Annual as Well as Cumulative Basis. the Measurement Would Be Based on the Cumulative Net Income Over the Life of the Grant and Tied to the Three-Year Base Operating Plan. in Order to Further Define the Criteria for the Plan, Unforeseen Items, Defined as Future Acquisitions and/or Divestitures Will Be Excluded From the Measurement to Maintain a Definable Goal Over the Three-Year Vesting Period. in Addition, if a Change in Control Occurs Within the Three-Year Vesting Period, Automatic Vesting Would Occur. These Options Are Subject to Approval by the Rsa Security Board of Directors. Restricted Shares
12/34/56
EX-10.1
from 8-K
1 page
April 24, 2006 Rsa Security Inc. 174 Middlesex Turnpike Bedford, Massachusetts 01730 Attention: Chief Executive Officer This Letter Agreement Is With Reference to the Agreement and Plan of Merger (The “Agreement”), Dated as of April 24, 2006, by and Among Passmark Security, Inc. (“Passmark”), S&C Acquisition Corp., and Rsa Security, Inc. (“Indemnitee”)
12/34/56