OPXT » Topics » Mr. Harry L. Bosco

This excerpt taken from the OPXT DEF 14A filed Jul 30, 2007.
Mr. Harry L. Bosco
 
Our employment agreement with Mr. Bosco, originally dated July 31, 2001 and amended on November 1, 2004 and June 20, 2007, provides that Mr. Bosco will serve as our President and Chief Executive Officer. The current term of Mr. Bosco’s employment agreement extends until October 31, 2008, and will automatically renew on that date and each subsequent anniversary for successive one-year periods unless either party provides at least 60 days written notice of its intent not to renew the employment term. Mr. Bosco’s annual base salary under the agreement is $500,000. In addition, he is eligible to receive a target annual bonus under our performance bonus plan in an amount equal to 50% to 60% of his base salary.


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Mr. Bosco received the following stock option and restricted stock grants under his employment agreement:
 
  •  Options granted on July 31, 2001 to purchase 1,000,000 shares of our common stock at an exercise price of $15.00 per share. These options vested in equal annual installments on each of the first four anniversaries of Mr. Bosco’s commencement of employment (November 1, 2000);
 
  •  Options granted on November 1, 2004 to purchase 150,000 shares of our common stock at an exercise price of $15.00 per share. These options vest in equal annual installments on each of the first three anniversaries of the date of grant, subject to accelerated vesting in the event of a termination of Mr. Bosco’s employment by us without “cause” or by him for “good reason” or due to Mr. Bosco’s death or disability (see “Executive Compensation — Potential Payments upon Termination or Change of Control” below); and
 
  •  66,666 shares of restricted stock issued on November 1, 2004. The shares of restricted stock will vest in equal installments on February 20, 2008 and February 20, 2009, subject to accelerated vesting in the event of a termination of Mr. Bosco’s employment by us without cause or by him for good reason or by reason of his death or disability.
 
In addition, on June 20, 2007, in connection with the amendment to Mr. Bosco’s employment agreements, the Compensation Committee approved a grant of options to Mr. Bosco to purchase 150,000 shares of our common stock, such grant to be made on August 15, 2007 with an exercise price to be equal to the closing price of our common stock on such date. Such options will vest in equal annual installments on each of the first four anniversaries of the date of grant.
 
Mr. Bosco’s employment agreement further provides that in the event that his employment is terminated by us without cause or by him for good reason, we will pay him severance in an amount equal to 100% of his annual base salary.
 
Pursuant to his employment agreement, Mr. Bosco is prohibited from competing with us for a period of six months following a termination of his employment. During this period, Mr. Bosco is also restricted from (i) soliciting our employees to terminate their relationships with us and (ii) soliciting or interfering with our relationship with any of our customers, suppliers or licensees. Mr. Bosco has also executed a confidentiality agreement containing customary provisions protecting our intellectual property rights and confidential information.
 
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