Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 146 767K
2: EX-3.1 Restated Certificate of Incorporation 29 135K
3: EX-3.3 By-Laws of the Registrant 16 79K
4: EX-10.1 1997 Stock Option Plan 13 55K
13: EX-10.10 Form of Option Stockholders Agreement 9 48K
14: EX-10.11 Stock Purchase Agreement Dated March 9, 1998 39 183K
15: EX-10.12 Stock Purchase Agreement Dated September 9, 1998 24 114K
16: EX-10.13 Stock and Warrant Purchase Agreement 31 143K
17: EX-10.14 Stock Purchase Agreement Dated May 17, 2000 22 118K
18: EX-10.15 Stock Purchase Agreement Dated May 17, 2000 29 161K
19: EX-10.16 Form of Warrant Delivered to the Purchasers 18 80K
20: EX-10.17 Shareholder Agreement 27 65K
21: EX-10.18 Amendment to Shareholders Agreement 4 30K
22: EX-10.19 Amended and Restated Shareholders Agreement 13 69K
5: EX-10.2 1999 Stock Option Plan 12 55K
23: EX-10.20 Walker and Jaeckle Shareholder Agreement 15 43K
24: EX-10.21 Stock Option Agreement 5 38K
25: EX-10.22 Amended and Restated Stockholders Agreement 46 188K
26: EX-10.23 Amend. #1 to Amended & Restated Stockholders Agmt 5 27K
27: EX-10.24 Amend #2 Waiver of Amended & Restated Stockholders 5 28K
28: EX-10.25 2nd Amended & Restated Stockholders Agmt 43 211K
29: EX-10.26 Amended & Restated Registration Rights Agmt 38 137K
30: EX-10.27 Amend #1 to Amended & Restated Registration Rights 4 28K
31: EX-10.28 2nd Amended & Restated Registration Rights 29 130K
32: EX-10.29 Indemnification Agreement 11 43K
6: EX-10.3 2000 Stock Incentive Plan 7 45K
33: EX-10.31 Guarantee Signed by Time, Inc. 1 17K
34: EX-10.32 Letter Agreement 3 24K
35: EX-10.33 Consulting Agreement 9 45K
36: EX-10.34 Employment Agreement 4 27K
37: EX-10.35 Letter Agreement 3 25K
38: EX-10.36 Employment Agreement 2 23K
39: EX-10.37 Subordinated Promissory Note 3 25K
40: EX-10.38 Subordinated Promissory Note 3 25K
41: EX-10.39 Subordinated Promissory Note 3 25K
7: EX-10.4 Form of Non-Qualified Stock Option Agreement 3 26K
42: EX-10.40 Subordinated Promissory Note 3 25K
43: EX-10.41 Promissory Note 2 20K
44: EX-10.42 Promissory Note 2 20K
45: EX-10.43 Promissory Note 2 20K
46: EX-10.44 Promissory Note 2 20K
47: EX-10.45 Promissory Note 2 20K
48: EX-10.46 Promissory Note 2 20K
49: EX-10.47 Loan Exchange Agreement 5 28K
50: EX-10.48 Revolving Promissory Note 3 25K
51: EX-10.49 Credit Agreement 47 170K
8: EX-10.5 Form of Option Shareholders Agreement 15 46K
52: EX-10.50 Promissory Note 3 21K
53: EX-10.51 Promissory Note 3 22K
54: EX-10.52 Lease 80 323K
55: EX-10.53 Lease 64 277K
56: EX-10.54 Settlement Agreement 8 51K
57: EX-10.55 Sales Representative Agreement 18 59K
58: EX-10.56 Limited Liability Company Agreement 25 102K
59: EX-10.59 Letter Agreement 2 20K
9: EX-10.6 Form of Non-Qualified Stock Option Agreement 3 26K
60: EX-10.60 Master Agreement 13 69K
61: EX-10.61 Revolving Promissory Note 4 25K
10: EX-10.7 Form of Option Shareholders Agreement 10 43K
11: EX-10.8 Form of Nonstatutory Stock Option Agreement 6 35K
12: EX-10.9 Form of Incentive Stock Option Agreement 6 35K
62: EX-16.1 Letter Regarding Change in Certifying Accountant 1 16K
63: EX-21.1 Subsidiaries of the Registrant 1 15K
64: EX-23.1 Consent of Arthur Andersen LLP 1 15K
65: EX-27.1 Financial Data Schedule 2 18K
EX-10.36 — Employment Agreement
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Exhibit 10.36
[Synapse Group logo] Synapse Group, Inc.
Five High Ridge Park
Stamford, CT 06905-1325
203/595-8250
Fax: 203/329-8194
February 8, 2000
Doug Alpuche
12 Manger Circle
Pelham Manor, NY 10803
Dear Doug:
It gives me great pleasure to offer you the position of Executive Vice
President, Chief Financial Officer at Synapse Group, Inc. ("Synapse") and to
welcome you to our organization. I look forward to having you join our dynamic
and dedicated work team.
This letter sets forth the terms and conditions that will be incorporated into
the Employment Agreement you will enter with Synapse as promptly as practicable
after your start date. The terms and conditions of your employment are as
follows:
. Your effective employment date is to be determined, but may not be later
than 3/1/00.
. Your will be paid an annual salary of $200,000 paid in accordance with the
Synapse payroll policy. (Listed in the Employee Handbook and currently
paid 2 times a month.)
. In addition, you will have an annual bonus incentive opportunity of
$100,000 (prorated to 11/12ths in 2000) based on the 2000 VP & EVP Bonus
Plan.
. You will be given 100,000 stock options at a strike price of $8, that vest
over 4 years with 1/4 vesting 1/1/01, 1/4 vesting 1/1/02, 1/4 vesting
1/1/03 and 1/4 vesting 1/1/04. In each of 2001 and 2002, an additional
50,000 options (the "Additional Options") will be granted to you (total of
100,000 future options) as long as your performance is considered
satisfactory by the CEO. The strike price for the Additional Options will
be determined at the time of the grant, but in no event shall the strike
price exceed the fair market value of the stock on the grant date. The
Additional Options shall vest 12,500 per year beginning on the first
anniversary of the grant date and continuing to vest 12,500 per year on
each anniversary date thereafter until the Additional Options are fully
vested.
. In the event of termination of your employment other than for "Cause" (as
defined below), (a) on or prior to January 1, 2001, you will immediately
vest in 50,000 of the options with respect to which you would have vested
on 1/1/01 and 1/1/02 and, if the aggregate value above the exercise price
of such options plus any additional options with respect to which you may
have vested is less than $100,000, you shall receive in cash the difference
between such aggregate value and $100,000 and (b) after January 1, 2001,
you will immediately vest in 100,000 of the options with respect to which
you would have vested on 1/1/01, 1/1/02, 1/1/03 and 1/1/04 and if the
aggregate value above the exercise price of such options plus any
additional options with respect to which you may have vested is less than
$200,000, you shall receive in cash the difference between such aggregate
value and $200,000 (for this purpose, "aggregate value" shall mean the fair
market value of the Synapse stock that is subject to your vested option
rights). This provision shall not deprive you of the benefits of any
additional vesting of your options should the Board of Directors elect to
take such action in connection with a change in control. As used herein
"Cause" shall mean a material breach of your employment agreement with
Synapse or misconduct involving misappropriation or dishonesty or criminal
conduct; or failure to perform the reasonable and customary duties of a CFO
as assigned to you by the Board of Directors, President and CEO or other
officers senior to you.
. In 2000, you will receive 10 paid days off in your Time Bank to be used in
accordance with the Synapse Time Bank program outlined in the Employee
Handbook. You are eligible to take time off after three months of
employment. If you leave the company before three months of employment,
your accrued vacation and any pay for those days will be forfeited. In
2001, you will receive 17 days in your Time Bank.
. You are entitled to holidays according to Synapse policy (there are 9 in
2000, see Employee Handbook for schedule).
. You may elect medical and dental coverage; eligibility begins on the first
day of the month following the completion of the 30 day waiting period.
Employee coverage is offered to you at no charge. A small premium
contribution is required for dependent coverage, see the Employee Handbook
for contribution schedule.
. You may join the Synapse 401(k) Plan; eligibility begins after three (3)
months of employment. You will be eligible for Profit Sharing in accordance
with this plan as described in the Employee Handbook.
Enclosed are copies of various forms which should be completed prior to your
orientation on your first day. Please send back the completed tax forms, life
insurance enrollment card, and the Buddy Program Questionnaire to the attention
of Tracy Sharkey as soon as possible so we can match you up with an appropriate
buddy and process your tax forms for payroll purposes. Tracy will review our
benefits package in its entirety with you during your orientation at 9:00 a.m.
Doug, if you have any additional questions or concerns, please don't hesitate to
call me.
Please sign below indicating your acceptance of this Employment Agreement.
Welcome!
Sincerely,
/s/ Michael Loeb
Michael Loeb
Chief Executive Officer
I agree to the terms of this Employment Agreement with Synapse Group, Inc.
/s/ Douglas Alpuche 2/17/00
------------------------ --------------------------
Signature Date
2
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 1/1/01 | | 1 | | | | | None on these Dates |
| Filed on: | | 7/26/00 |
| | 2/8/00 | | 1 |
| List all Filings |
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