**Exhibit 10.66**

 

 

October 5, 2004

 

 

Mr. Matthew V. Suffoletto101 Chaps LanePhiladelphia, PA 19382

Dear Matt:

 

This letter is to confirm our offer of employment to you under thefollowing terms and conditions to join AXS-One as Senior Vice President, Sales& Professional Services, North America, reportingdirectly to me, based out of Philadelphia, PA, starting employment on or beforeMonday, October 18, 2004.

 

***Salary:***  Starting salary will be $10,416.66semi-monthly, paid on the 15th and last business day of each month, whichequates to 24 pay periods.

 

***Bonus: ***You will be eligible for a target bonus of$100,000 for on-target earnings of $350,000. Your plan will be finalized within 30 days of your hire date.

 

***Stock Options:*** We will recommend to the Board of Directors ofAXS-One that you be awarded a stock option grant of 300,000 shares at fairmarket value, to be submitted to the Compensation Committee at their nextmonthly meeting.  The options, ifapproved, are subject to the terms and conditions as outlined in the AXS-OneStock Option Plan with vesting to occur over a four year period.

 

***Commuting/Accommodations:***Given the fact that you will need to work out of the Rutherford, NJ office,AXS-One will reimburse you travel expenses to and from Philadelphia, PA.  We will also reimburse you for the cost ofyour accommodations during the week.  Themaximum combined total for commuting and accommodations should not exceed$2,000.00 per month.

 

***Change of Control:***  Upon the occurrence of a Change of Control ofthe Company (as defined in the Stock Option Plan), all Options which areunvested at the time of the Change of Control will be immediately vested.

 

As used herein, a “Change of Control” of the Company shall be deemed tohave occurred:

I.              Uponthe consummation, in one transaction or a series of related transactions, (A)of the sale or other transfer of voting power (including voting powerexercisable on a contingent of deferred basis as well as immediatelyexercisable voting power) representing control of over 30% of the total votingpower of the Company to a person or a group of related persons, who, on thedate of this Agreement, does not have effective voting control of the Company,whether such sale or transfer results from a tender offer or otherwise; or (B)by which any person or group of related persons who becomes, after theCommencement

 

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Date, the “beneficialowner” of more than 70% of the total voting power of the Company, whether as aresult of a tender offer or otherwise; or

 

II.            Uponthe consummation of a merger or consolidation in which the Company is aconstituent corporation and in which the Company’s shareholders immediatelyprior thereto will beneficially own, immediately thereafter, securities of theCompany or any surviving or new corporation resulting therefrom having lessthan a majority of the voting power of the Company or any such surviving or newcorporation: or

 

III.           Uponthe consummation of a sale, lease, exchange or other transfer or disposition bythe Company of all or substantially all of its assets to any person or group orrelated persons.

 

***Severance Package:***  If, at any time, the Company decides toterminate your position for any reason other than for cause, then the Companywill provide you a written statement of the reason for termination andseverance will be equal to 3 months of your base salary payable in 6semi-monthly installments.

 

***Benefits:***  AXS-One provides its employees with medical,dental, vision and prescription insurance coverage effective date of hire.  Optional dependent coverage is available aswell.  Life insurance, long termdisability and short term disability are also effective date of hire.  Please see attached Outline of Benefit Summaryfor details, which includes all benefits offered at this time, including holidays,vacation and other time off.  Inaddition, the Company offers a 401(k) savings plan, which includes a 50%employer match (subject to certain restrictions), also explained in theSummary.

 

***Employment:***  AXS-One is an equal opportunityemployer.  In addition, it should beunderstood that employment is “at will”, as defined under the laws of NewJersey, and thus such employment can be terminated with or without cause, atthe option of either party.

 

***Confidentiality:***  You agree that any confidential informationthat becomes available to you in the course of employment is the sole propertyof AXS-One and shall not be used by you for any purpose other than fulfillingyour position’s objectives.  This applieswhile an active or inactive employee.  A partial list of items covered by Confidentiality include:

 

 
| •      Employee  Lists    |   | •      Technical  Product Knowledge |
|---------------------------------------------------------|--------|-------------------------------------------------------------------|
| •      Customer  Lists    |   | •      Confidential  Financial Data |
| •      Prospect  Lists    |   | •      Product  Price Lists         |
| •      Product  Materials |   | •      Sales/Marketing  Strategy    |

 

The above information and anyother confidential material will remain confidential for a period of two yearsafter employment at AXS-One, except for customer lists and possible othertechnical data, which remains confidential indefinitely, unless AXS-One makesit available to the public.

 

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Please countersign this offerof employment, Non-Disclosure Agreement and Background Check Authorization Formand return the originals to Human Resources to officially indicate youracceptance.

 

This offer is contingent uponyour review and acceptance of our Offer Letter, a favorable response from yourreferences, and our review of verification of your identity and employmentauthorization documents as set forth in the Immigration Reform and ControlAct.  Please see the attached list ofacceptable documents.  You must bringthese documents with you on your first day of employment.  It is understood that legal fees associatedwith obtaining these documents are solely your responsibility.

 

Sincerely,

 
| /s/ Bill  Lyons                         |                       |   |
|-----------------------------------------|----------------------------|--------|
|                                    |                       |
| Bill Lyons                              |                       |
| Chairman  & Chief Executive Officer |                       |
|                                    |                       |
|                                    |                       |
|                                    | I ACCEPT:                  |   |   |
|                                    |                       |   |   |
|                                    | /s/ Matthew  V. Suffoletto |   | 10/5/04 |   |
|                                    | Matthew V.  Suffoletto     |   | Date |
|                                         |                            |        |  |  |  |

 

 

Enclosures