EX-10.10 12 d486137dex1010.htm EX-10.10 EX-10.10

Exhibit 10.10

Date: 17 September 2007

Anthony Macciola

6773 Groves Court

Chino, CA 91710

Dear Anthony

Amendment to Service agreement

This amendment should be read in conjunction with the offer of employment, dated 15 February 2002, which set out the terms of your employment with Kofax Image Products, Inc.

 

1. Effective Date / Notice

This amendment is deemed to take effect on 1 July 2007.

 

2. Remuneration

You shall be paid for your services under this Agreement:

 

  2.1 a salary at the rate of USD 213,000 per annum (or at such higher rate as may from time to time be agreed in writing) payable in arrears bimonthly (i.e. 24 equal installments). Your remuneration shall be subject to such withholding or deductions as are required by law to be made; and

 

  2.2 a bonus according annex 1. Target bonus for FY08 for on target performance is USD 106,500.

For the avoidance of doubt, the terms of the remuneration package set out in 2 above, shall be effective from the financial year commencing on 1 July 2007 and will replace all previous bonus schemes to which you are or have previously been entitled.

All other terms and conditions remain unchanged.

I would be grateful if you would confirm your acceptance of this amendment of the terms and conditions of your employment as set out in this letter.

 

Yours sincerely    

/s/ Chief Operating Officer

   
Chief Operating Officer    
DICOM Group    
I, Anthony Macciola, confirm my acceptance of this amendment.

/s/ Anthony Macciola

   

10-10-07

Anthony Macciola     Date


DICOM Group plc

Senior executive bonus scheme

   

 

Annex 1

Name:

Period:

 

Anthony Macciola

Financial year 2008

 

Bonus calculation

 

Targets

   Adj. OP     Revenue     MBO’s     Total         

Target bonus (USD)

     47’925        47’925        10’650        106’500      

Business target (GBP/’000 / %)

     17’078        91’847        100     

Cut-off

     80     80     0     

Accelerator

     900     900       

Cap (USD)

     —          —          10’650        

Achieved target

     17’078        91’847        100     

Calculated boni:

                               

Bonus to be payed

     47’925        47’925        10’650        106’500      

% bonus payed at cut-off

     0     0     0     

Bonus for making cut-off

     —          —          —             (Bonus, part 1

% of cut-off to business target achieved

     100     100     100     

Bonus for cut-off to 100% of target

     47’925        47’925        10’650           (Bonus, part 2

% Target achieved above target

     0     0     0     

Accelerated bonus (above target)

     —          —          —             (Bonus, part 3

The bonus calculation above is split into 3 parts:

 

1. the bonus for making the cut-off point,
2. the bonus for achievement from the cut-off point to 100% of the business target, and
3. the bonus for achievement above the business target,

The bonus to be payed is the sum of these 3 results.

 

LOGO


Date: 24 August 2005

Anthony Macciola

6773 Groves Court

Chino, CA 91710

Dear Anthony

Amendment to Service agreement

This amendment should be read in conjunction with the offer of employment, dated 15 February 2002, which set out the terms of your employment with Kofax Image Products, Inc.

 

1. Effective Date / Notice

This amendment is deemed to take effect on 1 July 2005. The terms of the appointment shall continue until terminated by either party giving to the other not less than 6 months’ written notice of termination.

 

2. Remuneration

You shall be paid for your services under this Agreement:

 

  2.1 a salary at the rate of USD 205,000 per annum (or at such higher rate as may from time to time be agreed in writing) payable in arrears by equal biweekly installments. Your remuneration shall be subject to such withholding or deductions as are required by law to be made; and

 

  2.2 a bonus according annex 1. Target bonus for FY06 for on target performance is USD 70,000.

For the avoidance of doubt, the terms of the remuneration package set out in 2 above, shall be effective from the financial year commencing on 1 July 2005 and will replace all previous bonus schemes to which you are or have previously been entitled.

 

3. Company car

You will be entitled to a car allowance of USD 500/month.

All other terms and conditions remain unchanged.

I would be grateful if you would confirm your acceptance of this amendment of the terms and conditions of your employment as set out in this letter.

 

Yours sincerely    

/s/ Chief Operating Officer

   
Chief Operating Officer    
DICOM Group    
I, Anthony Macciola, confirm my acceptance of this amendment.

/s/ Anthony Macciola

   

9-8-05

Anthony Macciola     Date


Date: 24 August 2006

Anthony Macciola

6773 Groves Court

Chino, CA 91710

Dear Anthony

Amendment to Service agreement

This amendment should be read in conjunction with the offer of employment, dated 15 February 2002, which set out the terms of your employment with Kofax Image Products, Inc.

 

1. Effective Date / Notice

This amendment is deemed to take effect on 1 July 2006. The terms of the appointment shall continue until terminated by either party giving to the other not less than 12 months’ written notice of termination.

 

2. Remuneration

You shall be paid for your services under this Agreement:

 

  2.1 a salary at the rate of USD 213,000 per annum (or at such higher rate as may from time to time be agreed in writing) payable in arrears bimonthly (i.e. 24 equal installments). Your remuneration shall be subject to such withholding or deductions as are required by law to be made; and

 

  2.2 a bonus according annex 1. Target bonus for FY07 for on target performance is USD 95,000.

For the avoidance of doubt, the terms of the remuneration package set out in 2 above, shall be effective from the financial year commencing on 1 July 2006 and will replace all previous bonus schemes to which you are or have previously been entitled.

 

3. Company car

You will be entitled to a car allowance of USD 1,080/month.

All other terms and conditions remain unchanged.


I would be grateful if you would confirm your acceptance of this amendment of the terms and conditions of your employment as set out in this letter.

 

Yours sincerely

 

/s/ Chief Operating Officer

   
Chief Operating Officer    
DICOM Group    
I, Anthony Macciola, confirm my acceptance of this amendment.

/s/ Anthony Macciola

   

9-21-06

Anthony Macciola     Date


DICOM Group plc    
Senior executive bonus scheme     Annex 1
Name:   Anthony Macciola  
Period:   Financial year 2007  

Bonus calculation

 

Targets

   EPS     Revenue     MBO’s     GAGR EPS     Total         

Target bonus (USD)

     38’000        28’500        19’000        9’500        95’000      

Business target (p/’000 GBP/%/%)

     14.7        97’807        100     15.0     

Cut-off

     80     80     0     100     

Accelerator

     804     4662         

Cap (USD)

     —          —          19’000        19’000        

Achieved target

     14.7        97’807        100     15.0     

Calculated boni:

                                     

Bonus to be payed

     38’000        28’500        19’000        9’500        95’000      

% bonus payed at cut-off

     0     0     0     0     

Bonus for making cut-off

     —          —          —          —             (Bonus, part 1

% of cut-off to business target achieved

     100     100     100     100     

Bonus for cut-off to 100% of target

     38’000        28’500        19’000        9’500           (Bonus, part 2

% Target achieved above target

     0     0     0     0     

Accelerated bonus (above target)

     —          —          —          —             (Bonus, part 3

The bonus calculation above is split into 3 parts:

 

1. the bonus for making the cut-off point,
2. the bonus for achievement from the cut-off point to 100% of the business target, and
3. the bonus for achievement above the business target.

The bonus to be payed is the sum of these 3 results.

In case adjusted, diluted EPS target is not met, total Annual bonus can not exceed 100% of Total Target bonus

 

LOGO


Date: 24 August 2005

Anthony Macciola

6773 Groves Court

Chino, CA 91710

Dear Anthony

Amendment to Service agreement

This amendment should be read in conjunction with the offer of employment, dated 15 February 2002, which set out the terms of your employment with Kofax Image Products, Inc.

 

1. Effective Date / Notice

This amendment is deemed to take effect on 1 July 2005. The terms of the appointment shall continue until terminated by either party giving to the other not less than 6 months' written notice of termination.

 

2. Remuneration

You shall be paid for your services under this Agreement:

 

  2.1 a salary at the rate of USD 205,000 per annum (or at such higher rate as may from time to time be agreed in writing) payable in arrears by equal biweekly installments. Your remuneration shall be subject to such withholding or deductions as are required by law to be made; and

 

  2.2 a bonus according annex 1. Target bonus for FY06 for on target performance is USD 70,000.

For the avoidance of doubt, the terms of the remuneration package set out in 2 above, shall be effective from the financial year commencing on 1 July 2005 and will replace all previous bonus schemes to which you are or have previously been entitled.

 

3. Company car

You will be entitled to a car allowance of USD 500/month.

All other terms and conditions remain unchanged.

I would be grateful if you would confirm your acceptance of this amendment of the terms and conditions of your employment as set out in this letter.

 

Yours sincerely    

/s/ Chief Operating Officer

   
Chief Operating Officer    

DICOM Group

 

I, Anthony Macciola, confirm my acceptance of this amendment.

/s/ Anthony Macciola

   

9-8-05

Anthony Macciola     Date


DICOM Group plc    
Senior executive bonus scheme     Annex 1
Name:   Anthony Macciola  
Period:   Financial year 2006  

Bonus calculation

 

Targets

   EPS     Cash flow     MBO’s     GAGR EPS     Total         

Target bonus (CHF)

     28’000        14’000        21’000        7’000        70’000      

Business target (p/GBP/%)

     61.2        16’398        100     15.0     

Cut-off

     80     80     0     100     

Accelerator

     1038     395         

Cap (CHF)

     —          —          21’000        7’000        

Achieved target

     61.2        16’398        100     15.0     

Calculated boni:

                                     

Bonus to be payed

     28’000        14’000        21’000        7’000        70’000      

% bonus payed at cut-off

     0     0     0     0     

Bonus for making cut-off

     —          —          —          —             (Bonus, part 1

% of cut-off to business target achieved

     100     100     100     100     

Bonus for cut-off to 100% of target

     28’000        14’000        21’000        7’000           (Bonus, part 2

% Target achieved above target

     0     0     0     0     

Accelerated bonus (above target)

     —          —          —          —             (Bonus, part 3

The bonus calculation above is split into 3 parts:

 

1. the bonus for making the cut-off point,
2. the bonus for achievement from the cut-off point to 100% of the business target, and
3. the bonus for achievement above the business target.

The bonus to be payed is the sum of these 3 results.

 

LOGO


LOGO     KOFAX IMAGE PRODUCTS
    16245 LAGUNA CANYON
    IRVINE, CA 92618-3603
    PHONE: 949-727-1733
    FAX: 949-727-3144
    http://www.kofax.com

February 15, 2002

Anthony Macciola

6773 Groves Court

Chino, CA 91710

Dear Anthony:

It is a pleasure to extend to you our offer of employment with Kofax Image Products as Vice President, Marketing reporting to the President of Kofax. Your monthly salary will be $14,584.00 together with insurance benefits that are made generally available to employees of the Company. In addition to your base salary, you will be a participant in the executive bonus plan and will have the opportunity to earn up to an additional $20,000 per fiscal year. You will receive a pro-rated bonus at the end of FY02 and then be eligible for the entire bonus at the conclusion of FY03. Your compensation package will be up for review on July 1, 2003.

In the event you should elect to join the Company, the Company would grant you an option to purchase up to 30,000 shares of common stock, subject to approval of the DICOM Board of Directors. This stock would vest over a four-year period at the rate of 25% of the shares on the anniversary date of your employ as a regular employee and then on a quarterly basis thereafter (6.25% per quarter), provided you continue to be an employee. The option price of the common stock will be the fair market value on the date of your employment.

As a former employee of Kofax, you will receive credit for your prior service, less the number of months that you were gone for Company seniority and vacation accrual purposes. Based on an anticipated hire date of April 8, 2002, you would return to Kofax with 8 years and 5 months of prior service.

In order to comply with the Immigration Act requirements, we must ask that you bring with you on your first day of employment, one document from list A on the attached I-9 form or two documents, one from list B and one from list C. You will also be asked to sign a NonDisclosure agreement that is requested of all employees.


Offer – A. Macciola

February 15, 2002

Page 2 of 2

 

To indicate your acceptance of this offer and agreement to these terms, please sign the copy of this letter and return it to my attention by February 20, 2002. The original is for your records. Your signature on this letter does not bind you to purchase common stock in the Company, exercising your stock options is entirely at your discretion.

Anthony, we are very happy that you will be returning to Kofax and look forward to working with you again. If you have any questions or comments, please feel free to call.

Kind regards,

 

/s/ Lynne Scheid      
Lynne Scheid      
Director, Human Resources      
THE ABOVE IS ACCEPTABLE TO THE UNDERSIGNED:  

/s/ Anthony Macciola

   

4/22/02

 
Anthony Macciola     Start Date   LOGO


LOGO     KOFAX IMAGE PRODUCTS
   

 

16245 LAGUNA CANYON RD.

 

IRVINE, CA 92618-3603

 

PHONE: 949-727-1733

 

FAX: 949-727-3144

 

http://www.kofax.com

February 15, 2002

Anthony Macciola

6773 Groves Court

Chino, CA 91710

Dear Anthony:

It is a pleasure to extend to you our offer of employment with Kofax Image Products as Vice President, Marketing reporting to the President of Kofax. Your monthly salary will be $14,584.00 together with insurance benefits that are made generally available to employees of the Company. In addition to your base salary, you will be a participant in the executive bonus plan and will have the opportunity to earn up to an additional $20,000 per fiscal year. You will receive a pro-rated bonus at the end of FY02 and then be eligible for the entire bonus at the conclusion of FY03. Your compensation package will be up for review on July 1, 2003.

In the event you should elect to join the Company, the Company would grant you an option to purchase up to 30,000 shares of common stock, subject to approval of the DICOM Board of Directors. This stock would vest over a four-year period at the rate of 25% of the shares on the anniversary date of your employ as a regular employee and then on a quarterly basis thereafter (6.25% per quarter), provided you continue to be an employee. The option price of the common stock will be the fair market value on the date of your employment.

As a former employee of Kofax, you will receive credit for your prior service, less the number of months that you were gone for Company seniority and vacation accrual purposes. Based on an anticipated hire date of April 8, 2002, you would return to Kofax with 8 years and 5 months of prior service.

In order to comply with the Immigration Act requirements, we must ask that you bring with you on your first day of employment, one document from list A on the attached I-9 form or two documents, one from list B and one from list C. You will also be asked to sign a Non-Disclosure agreement that is requested of all employees.


Offer – A. Macciola

February 15, 2002

Page 2 of 2

 

To indicate your acceptance of this offer and agreement to these terms, please sign the copy of this letter and return it to my attention by February 20, 2002. The original is for your records. Your signature on this letter does not bind you to purchase common stock in the Company, exercising your stock options is entirely at your discretion.

Anthony, we are very happy that you will be returning to Kofax and look forward to working with you again. If you have any questions or comments, please feel free to call.

Kind regards,

 

/s/ Lynne Scheid    
Lynne Scheid    
Director, Human Resources    
THE ABOVE IS ACCEPTABLE TO THE UNDERSIGNED:

 

   

 

Anthony Macciola     Start Date


LOGO     KOFAX IMAGE PRODUCTS
   

 

16245 LAGUNA CANYON

 

IRVINE, CA 92618-3603

 

PHONE: 949-727-1733

 

FAX: 949-727-3144

 

http://www.kofax.com

February 15, 2002

Anthony Macciola

6773 Groves Court

Chino, CA 91710

Dear Anthony:

It is a pleasure to extend to you our offer of employment with Kofax Image Products as Vice President, Marketing reporting to the President of Kofax. Your monthly salary will be $14,584.00 together with insurance benefits that are made generally available to employees of the Company. In addition to your base salary, you will be a participant in the executive bonus plan and will have the opportunity to earn up to an additional $20,000 per fiscal year. You will receive a pro-rated bonus at the end of FY02 and then be eligible for the entire bonus at the conclusion of FY03. Your compensation package will be up for review on July 1, 2003.

In the event you should elect to join the Company, the Company would grant you an option to purchase up to 30,000 shares of common stock, subject to approval of the DICOM Board of Directors. This stock would vest over a four-year period at the rate of 25% of the shares on the anniversary date of your employ as a regular employee and then on a quarterly basis thereafter (6.25% per quarter), provided you continue to be an employee. The option price of the common stock will be the fair market value on the date of your employment.

As a former employee of Kofax, you will receive credit for your prior service, less the number of months that you were gone for Company seniority and vacation accrual purposes. Based on an anticipated hire date of April 8, 2002, you would return to Kofax with 8 years and 5 months of prior service.

In order to comply with the Immigration Act requirements, we must ask that you bring with you on your first day of employment, one document from list A on the attached I-9 form or two documents, one from list B and one from list C. You will also be asked to sign a NonDisclosure agreement that is requested of all employees.