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Technology Stocks : RETIX (RETX) Perhaps Another Acquisition Target For CSCO?
VRTL 71.36+8.8%Nov 10 3:59 PM EST
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To: Dana Johnson who wrote (1005)2/26/1998 7:04:00 PM
From: Adam Smith  Read Replies (1) of 1119
 
Check out the 14A document filed 2/10/98. Relates to the voting
of name change and annual meeting. Looks like the old board
did a sweatheart deal to get Stepan/Waszak to resign. Payments
of 1MM to Stephan and 250K to Waszak.

Taking this much out of a co. that's bleeding cash is close to
criminal. I hope all shareholders read this document and
voice their opinions to the board.

Adam


Mr. Stephan was paid a base salary of $253,681 during 1997 and received no bonus. In determining the compensation package of the Chief Executive Officer, the Compensation Committee considered the Company's 1997 restructuring activities, Mr. Stephan's leadership role required with respect to such activities, the magnitude of the activities to reverse the Company's declining financial trend and improve its financial position and the factors listed above which are considered for each executive officer. The Compensation Committee believes that Mr. Stephan's 1997 compensation package includes the
necessary base compensation level required to attract and retain a qualified Chief Executive Officer, particularly during this period of transition for the Company.

Mr. Stephan resigned from his position of President and Chief Executive Officer of the Company on December 27, 1997 as part of the streamlining of the business of the Company and its combination with the operations of Vertel as a result of the sale of a majority interest in its former Sonoma Systems subsidiary to outside investors. Under the terms of Mr. Stephan's employment agreement with the Company dated September 27, 1995 (the
"Employment Agreement"), Mr. Stephan is entitled to a payment of $325,000, which is the equivalent of one year's base salary plus a target bonus. In addition, the Company and Mr. Stephan have entered into an Executive Separation Agreement pursuant to which the Company will pay Mr. Stephan a one-time severance payment of $375,000 and Mr. Stephan has released the Company from any and all claims relating to his employment relationship with the Company. The Company has also
agreed to forgive $281,313 of accrued interest on certain promissory notes payable to the Company pursuant to which Mr. Stephan purchased Common Stock of the Company and amend such notes such that they will not accrue interest on an ongoing basis; the Company and Mr. Stephan had originally intended for such notes to be non-interest bearing. All shares of the Company's Common Stock currently held by Mr. Stephan have been released from any repurchase option in favor of the Company. Mr. Stephan will continue to serve as a consultant to the
Company and as a member of the Board of Directors. Because Mr. Stephan is no longer employed by the Company, he will become eligible to participate in the Company's 1996 Directors' Plan as described above. See "Transactions with Management and Others."
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