Exhibit 10.66


 


 


October 5, 2004


 


 


Mr. Matthew V. Suffoletto

101 Chaps Lane

Philadelphia, PA 19382




Dear Matt:


 


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


 


Salary:  Starting salary will be $10,416.66
semi-monthly, paid on the 15th and last business day of each month, which
equates 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 of
AXS-One that you be awarded a stock option grant of 300,000 shares at fair
market value, to be submitted to the Compensation Committee at their next
monthly meeting.  The options, if
approved, are subject to the terms and conditions as outlined in the AXS-One
Stock 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 of
your accommodations during the week.  The
maximum 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 of
the Company (as defined in the Stock Option Plan), all Options which are
unvested 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 to
have occurred:


I.              Upon
the consummation, in one transaction or a series of related transactions, (A)
of the sale or other transfer of voting power (including voting power
exercisable on a contingent of deferred basis as well as immediately
exercisable voting power) representing control of over 30% of the total voting
power of the Company to a person or a group of related persons, who, on the
date 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 the
Commencement


 





















 


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


 


II.            Upon
the consummation of a merger or consolidation in which the Company is a
constituent corporation and in which the Company’s shareholders immediately
prior thereto will beneficially own, immediately thereafter, securities of the
Company or any surviving or new corporation resulting therefrom having less
than a majority of the voting power of the Company or any such surviving or new
corporation: or


 


III.           Upon
the consummation of a sale, lease, exchange or other transfer or disposition by
the Company of all or substantially all of its assets to any person or group or
related persons.


 


Severance Package:  If, at any time, the Company decides to
terminate your position for any reason other than for cause, then the Company
will provide you a written statement of the reason for termination and
severance will be equal to 3 months of your base salary payable in 6
semi-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 as
well.  Life insurance, long term
disability and short term disability are also effective date of hire.  Please see attached Outline of Benefit Summary
for details, which includes all benefits offered at this time, including holidays,
vacation and other time off.  In
addition, the Company offers a 401(k) savings plan, which includes a 50%
employer match (subject to certain restrictions), also explained in the
Summary.


 


Employment:  AXS-One is an equal opportunity
employer.  In addition, it should be
understood that employment is “at will”, as defined under the laws of New
Jersey, and thus such employment can be terminated with or without cause, at
the option of either party.


 


Confidentiality:  You agree that any confidential information
that becomes available to you in the course of employment is the sole property
of AXS-One and shall not be used by you for any purpose other than fulfilling
your position’s objectives.  This applies
while 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 any
other confidential material will remain confidential for a period of two years
after employment at AXS-One, except for customer lists and possible other
technical data, which remains confidential indefinitely, unless AXS-One makes
it available to the public.


 


2





















 


Please countersign this offer
of employment, Non-Disclosure Agreement and Background Check Authorization Form
and return the originals to Human Resources to officially indicate your
acceptance.


 


This offer is contingent upon
your review and acceptance of our Offer Letter, a favorable response from your
references, and our review of verification of your identity and employment
authorization documents as set forth in the Immigration Reform and Control
Act.  Please see the attached list of
acceptable documents.  You must bring
these documents with you on your first day of employment.  It is understood that legal fees associated
with 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