Pre-Effective Amendment to Registration Statement (General Form) — Form S-1 Filing Table of Contents
1: S-1/A Amendment #2 to Form S-1 6 45K
2: EX-3.1(A) Certificate of Incorporation 9 36K
3: EX-3.1(B) Certificate of Incorporation to Be Effective 8 31K
4: EX-3.2(A) Bylaws of Registrant 32 125K
5: EX-10.6(A) O'Connell Covenant Not to Compete 6 20K
6: EX-10.6(B) Ahlers Covenant Not to Compete 6 20K
7: EX-10.6(C) Allen Covenant Not to Compete 6 20K
8: EX-10.7(A) Letter Agreement - Steven C. Roberts 2 11K
9: EX-10.7(B) Noncompetition Agreement - Steven C. Roberts 3 14K
10: EX-10.8 Form of Indemnification Agreement 11 44K
11: EX-21.1 List of Subsidiaries 1 5K
RELATIONSHIP TECHNOLOGY GROUP November 14, 1996
Mr. Steven Roberts
4737 Prestwick Drive
We are pleased to offer you the position of Chief Operating Officer with the
Relationship Technology Group, reporting to Doug Ahlers, President.
We have considered the challenge and opportunity offered by working in a fast
paced environment and believe you will be more than able to meet the goals of
the Relationship Technology Group. In accepting a position with the Company,
you agree that the employment relationship between the Company and you is an at-
will relationship and that the employment and compensation can be terminated,
with or without cause, and with or without notice, at any time, at the option of
either the Company or you.
The following confirms the specific agreements regarding your compensation if
you accept this position of Chief Operating Officer with the Relationship
. Your annual base salary on your start date will be $150,000.00.
. When you start with the Relationship Technology Group, or when TN
Technologies files an IPO, whichever comes later, you will receive stock
options with a market value at the date of grant equal to 80% of your
salary. On your first anniversary of employment with the Relationship
Technology Group, you will receive stock options with a market value at
the date of grant equivalent to 100% of your salary.
. To compensate you for the increased cost of a mortgage in the general
area of Westport, CT, we agree to pay you an additional $2,000 per
month. This additional $2,000 will be divided into two monthly payments
and distributed in each semi-monthly paycheck.
Page 2 (cont'd.)
November 14, 1996
. This mortgage differential payment will begin once you obtain a new
mortgage. If your employment with the Relationship Technology Group
terminates for any reason, this mortgage differential payment will
cease with your final paycheck.
. The mortgage differential payment will have no bearing on the
calculation of any salary increases, merit bonuses or any other salary
based calculations which you may earn during your employment with the
Relationship Technology Group. Accordingly, even though your base
salary may increase, the mortgage differential payment will remain the
. In order to begin the mortgage differential payment process you must
submit to the Relationship Technology Group supporting paperwork for
your current mortgage and for your new mortgage.
Relationship Technology Group has a forty (40) hour work week, Monday through
Friday. The work day can be flexed one (1) hour between 7:00 a.m. and 7:00 p.m.
The responsibilities that are associated with the Chief Operating Officer
position are such that it may require the investment of additional time to
successfully meet deadlines and demands.
Steven, we are looking forward to your joining the Relationship Technology Group
and playing a key role in our continued success. Please acknowledge your
acceptance by signing the copy of your offer letter and confidentiality
agreement and returning them to me in the enclosed envelope. If you have any
questions or concerns, please give me a call.
/s/ Marilyn L. Fidler Accepted By: /s/ Steven RobertsMarilyn L. Fidler ---------------------------
Director of Human Resources
Date: December 2, 1996
cc: Doug Ahlers --------------------------------
Dates Referenced Herein and Documents Incorporated by Reference