exv10w2






Exhibit 10.2




Loud Technologies, Inc.

5200 Town Center Circle

Suite 600

Boca Raton, FL 33486




July 29, 2008




Rodney Olson

4400 Nicklaus Drive

Lawrence, KS 66047




Dear Rodney,



I am pleased to offer you the position of CEO of Loud Technologies, Inc. (the “Company”).



The terms of the employment offer are as follows:




Compensation Package



Your annual base salary will be $375,000. You will participate in an annual incentive plan that
will provide you with a discretionary bonus opportunity, which will be targeted at 50% of your
annual base salary, or $187,500. The maximum bonus potential is equal to 100% of such target
bonus. The 2008 bonus shall be prorated based upon the period of your employment with the Company
during 2008.




Equity Package



Subject to the final approval of the Board of Directors of the Company, you will have an
opportunity to participate in the stock option plan adopted by the Company. Such options will vest
over a five year period at a rate of 20% per year, with the first 20% vesting on the first
anniversary of your first day of employment with the Company. In addition, your options will vest
fully upon a cash merger or cash sale of all or substantially all of the Company’s assets or stock
to a non-affiliate of the Company (as determined by the Company’s Board of Directors in its sole
discretion). The options will be valued at the closing price on the date the stock is granted.




Relocation Policy



The Company will pay the costs for selling your home, including a gross-up for taxes, and actual
moving expenses, but in no event shall the sum of such amounts exceed $175,000 (the “Relocation
Budget”). The Company will also pay your personal living and commuting expenses and the cost for
COBRA health benefits until you are eligible to participate in the Company’s health plan, but all
such items will be deducted from the Relocation Budget, dollar for dollar. If within one year
following the date of your employment you voluntarily terminate your employment with the Company,
you shall repay to the Company the full amount of the Relocation Budget paid to you.




Miscellaneous



The vacation policy and benefits will be the same as other senior executives of the Company.

Please be advised that the offer is contingent upon the successful outcome of a security and
background check. Also please be advised that your employment is for an indefinite period and is
terminable at the will of either the Company or you, with or without cause at any time, subject
only to such limitations as may be imposed by law. This offer of employment is also contingent on
you not being subject to any restrictive covenants which would impact your ability to perform the
services contemplated (or you having




 









 








Rodney Olson

July 29, 2008

Page 2



delivered us an effective waiver thereof). By signing below, you are confirming to us that
you are not presently subject to or otherwise bound by a non-compete, non-solicit, confidentiality
or similar restriction with any person with respect to any prior or existing employment, investment
or other relationship.



Your estimated target start date will be as soon as possible but no later than August 25, 2008.




Severance Policy



If your employment is terminated by the Company without “cause” (as such term will be defined in
the Company’s stock option plan), then subject to the execution of a satisfactory release by you,
you will receive:





	 	•	 	Salary continuation for the next twelve (12) months or until other employment is
secured; and
	 
	 	•	 	Continued medical and dental coverage in accordance with the Company’s plans that
are then in place until the end of the salary continuation period or, at the Company’s
option, coverage under another medical and/or dental plan.




The maximum period for the non-compete period to be contained in your equity incentive agreement
will be (i) the severance payment period in the event your employment is terminated by the Company
without “cause” or (ii) twelve (12) months in the event you resign from the Company or your
employment is terminated by the Company for “cause”.



Upon any termination, you shall have a duty to mitigate damages and costs to the Company.



This offer letter constitutes the entire agreement between the parties pertaining to the subject
matter hereof and supersedes all prior understandings, negotiations and discussions, whether oral
or written, with regard thereto.



I am excited about you joining our team and look forward to working with you.



Please sign a copy of this letter to acknowledge your agreement with its conditions and return it
to Mary Ann Robinson as soon as possible.




Sincerely,




Tom Taylor

Director




Accepted




	 	 	 
	/s/ Rodney Olson

	 	 
	 
	 	 
	Rodney Olson
	 	 
	 
	 	 
	8/14/08
	 	 
	 
	 	 
	Date