**Exhibit 10.11**

 

**OMTOOL, LTD.**

 

July 30, 2002

 

**Personaland Confidential**

 

Mr. Michael Sheehy

203 Pine Hill Road

Hollis, NH 03049

 

Dear Mike:

 

This letter is to confirm that, on behalf ofOmtool, Ltd. (“Omtool” or the “Company”), I am pleased to offer you the opportunityto join the Company to serve in the position of Senior Vice President,Worldwide Sales.

 

                Ifyou accept our offer, you will be eligible for the following salary, equityincentive and benefits as follows:

 

(a)          Your salarywill be paid at an initial rate of $7,692.31 per pay period, less applicablewithholdings. You will be paid in accordance with the Company’s normal payrollpractices as established or modified from time to time. Currently, salaries arepaid bi-weekly (i.e., 26 payroll periods per year), less required payrolldeductions and withholdings. You should note that the Board or Company, exceptas modified in the attached Severance Eligibility agreement, may modifysalaries from time to time as it seems necessary.

 

(b)         In addition toyour base salary, you will be eligible to earn a bonus from 0% up to 100% ofyour annual base salary (for the applicable bonus year) for the achievement ofgoals and objectives to be set by the Board. The bonus payout target will be at50% of your annual base salary. Your eligibility for, and the determination of,any bonus will be at the Board’s sole discretion. Any bonus payment will besubject to all applicable taxes and withholdings.

 

(c)          Subject toapproval by the Company’s Board of Directors (the “Board”), you will be grantedan option (the “Option Grant”) under the Company’s stock plan to purchase300,000 shares of the Company’s common stock, $.01 par value, at an exerciseprice equal to the fair value of the stock on the date of hire, as determinedby the Board or its Compensation Committee. The Option Grant will be subject toand governed by an employee stock option agreement (which will include, amongother things, a vesting schedule) that will be signed by the Company and youand the related stock option plan (not this letter).

 

(d)         You will beeligible to participate in the Company’s benefits programs to the same extentas, and subject to the same terms, conditions and limitations applicable to,other employees of the Company of similar rank and tenure. These benefitspresently include medical and dental insurance, life insurance, long and shortterm disability, 401(k) plan, a medical and dependent care reimbursement plan,and an employee stock purchase plan. For a more detailed understanding of the benefitsand the eligibility requirements, please consult the 

 

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                        summary plandescriptions for the programs that will be made available to you. In addition,you will be eligible for twenty (20) days of paid vacation per calendar year.Per Company policy, you will not be allowed to carry over any unusedvacation from year to year. Please consult the Company’s vacation policy forfurther details. You should note that the Board or Company may modify benefitsfrom time to time as it deems necessary.

 

The Company also requiresthat you verify that performance of your position at Omtool does not and willnot breach any agreement entered into by you prior to employment with theCompany (i.e., you have not entered into any agreements with previous employersthat are in conflict with you obligations to Omtool and that do not restrictyour ability to work for the Company). In addition, you will be required tosign a Proprietary Rights Agreement and a Noncompetition and NonsolicitationAgreement as a condition of your employment with the Company. A copy of theseagreements has been made available to you prior to your employment start date.

 

Moreover, please bring withyou on your first day of employment for purposes of completing the I-9 formsufficient documentation to demonstrate your eligibility to work in the UnitedStates. This verification must occur by the third day of your employment.

 

The basis on which we areoffering you employment is not intended to become a contract of employment.This offer letter is only a summary of the initial at-will employmentrelationship between you and Omtool if you accept our offer and, as such, it issubject to later modification as the requirements of the business warrant,except for the Company’s at-will policy, which cannot be modified (except bythe Board). Your employment with the Company is for no specified period andwill at all times constitute “at-will” employment. As a result, you are free toresign at any time, for any reason or for no reason. Similarly, the Company is freeto conclude its employment relationship with you at any time, for any or noreason, with or without prior notice. Nothing in this letter is intended tocreate, or to be construed to create, any contract or agreement of employmentbetween you and the Company, nor shall any provision herein be deemed toguarantee your employment with the Company.

 

Please review this offer andfeel free to discuss any issues you may have with me. This offer will remainopen until the end of the day August 5, 2002. We envision that you willcommence your employment on August 19, 2002, or earlier if possible.

 

If you wish to accept thisoffer, and we hope that you will, please provide a response acknowledging thatyou have accepted this offer of employment to me.

 

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It is again with greatpleasure that I make this offer to you. Speaking for the Omtool team, we areall enthusiastically looking forward to having you join and lead our team.

 

Sincerely,

 
| /s/ Timothy P. Losik                              |   |
|---------------------------------------------------|--------|
| Timothy P. Losik                                  |
| Chief Operating Officer,  Chief Financial Officer |
| Omtool, Ltd.                                      |

 

Accepted and agreed to this5th day of August, 2002

 
| /s/ Michael Sheehy   |   |
|----------------------|--------|
| ***Michael Sheehy*** |

*** ***

 

 

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