Exhibit 10.11




 




OMTOOL, LTD.




 




July 30, 2002




 




Personal

and Confidential




 




Mr. Michael Sheehy




203 Pine Hill Road




Hollis, NH 03049




 




Dear Mike:




 




This letter is to confirm that, on behalf of

Omtool, Ltd. (“Omtool” or the “Company”), I am pleased to offer you the opportunity

to join the Company to serve in the position of Senior Vice President,

Worldwide Sales.




 




                If

you accept our offer, you will be eligible for the following salary, equity

incentive and benefits as follows:




 




(a)          Your salary

will be paid at an initial rate of $7,692.31 per pay period, less applicable

withholdings. You will be paid in accordance with the Company’s normal payroll

practices as established or modified from time to time. Currently, salaries are

paid bi-weekly (i.e., 26 payroll periods per year), less required payroll

deductions and withholdings. You should note that the Board or Company, except

as modified in the attached Severance Eligibility agreement, may modify

salaries from time to time as it seems necessary.




 




(b)         In addition to

your base salary, you will be eligible to earn a bonus from 0% up to 100% of

your annual base salary (for the applicable bonus year) for the achievement of

goals and objectives to be set by the Board. The bonus payout target will be at

50% 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 be

subject to all applicable taxes and withholdings.




 




(c)          Subject to

approval by the Company’s Board of Directors (the “Board”), you will be granted

an option (the “Option Grant”) under the Company’s stock plan to purchase

300,000 shares of the Company’s common stock, $.01 par value, at an exercise

price equal to the fair value of the stock on the date of hire, as determined

by the Board or its Compensation Committee. The Option Grant will be subject to

and governed by an employee stock option agreement (which will include, among

other things, a vesting schedule) that will be signed by the Company and you

and the related stock option plan (not this letter).




 




(d)         You will be

eligible to participate in the Company’s benefits programs to the same extent

as, and subject to the same terms, conditions and limitations applicable to,

other employees of the Company of similar rank and tenure. These benefits

presently include medical and dental insurance, life insurance, long and short

term disability, 401(k) plan, a medical and dependent care reimbursement plan,

and an employee stock purchase plan. For a more detailed understanding of the benefits

and the eligibility requirements, please consult the 




 





























 




                        summary plan

descriptions 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 unused

vacation from year to year. Please consult the Company’s vacation policy for

further details. You should note that the Board or Company may modify benefits

from time to time as it deems necessary.




 




The Company also requires

that you verify that performance of your position at Omtool does not and will

not breach any agreement entered into by you prior to employment with the

Company (i.e., you have not entered into any agreements with previous employers

that are in conflict with you obligations to Omtool and that do not restrict

your ability to work for the Company). In addition, you will be required to

sign a Proprietary Rights Agreement and a Noncompetition and Nonsolicitation

Agreement as a condition of your employment with the Company. A copy of these

agreements has been made available to you prior to your employment start date.




 




Moreover, please bring with

you on your first day of employment for purposes of completing the I-9 form

sufficient documentation to demonstrate your eligibility to work in the United

States. This verification must occur by the third day of your employment.




 




The basis on which we are

offering you employment is not intended to become a contract of employment.

This offer letter is only a summary of the initial at-will employment

relationship between you and Omtool if you accept our offer and, as such, it is

subject to later modification as the requirements of the business warrant,

except for the Company’s at-will policy, which cannot be modified (except by

the Board). Your employment with the Company is for no specified period and

will at all times constitute “at-will” employment. As a result, you are free to

resign at any time, for any reason or for no reason. Similarly, the Company is free

to conclude its employment relationship with you at any time, for any or no

reason, with or without prior notice. Nothing in this letter is intended to

create, or to be construed to create, any contract or agreement of employment

between you and the Company, nor shall any provision herein be deemed to

guarantee your employment with the Company.




 




Please review this offer and

feel free to discuss any issues you may have with me. This offer will remain

open until the end of the day August 5, 2002. We envision that you will

commence your employment on August 19, 2002, or earlier if possible.




 




If you wish to accept this

offer, and we hope that you will, please provide a response acknowledging that

you have accepted this offer of employment to me.




 




































It is again with great

pleasure that I make this offer to you. Speaking for the Omtool team, we are

all 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 this

5th day of August, 2002




 




	

  /s/ Michael Sheehy


  	

   


  
	

  Michael Sheehy