**Exhibit10.35**

 

 

 

 

January 18, 2002

 

 

Paul Mastrapa

600 Willow Road, Unit 17

Menlo Park, CA  94025

 

 

Dear Paul,

 

This letter will confirm our offer and your acceptance of full timeemployment as Senior Vice President and Chief Financial Officer of Option Care,Inc. This offer is made contingent upon a positive work reference process.  Your start date is anticipated to no laterthan February 4, 2002.  Yourcompensation package includes the following components:

•                  Annual Base Salary of $175,0000;$7,291.67 paid semi-monthly.

•                  $25,000 sign-on bonus.  Half to be paid at the time OCI bonus arepaid-out — during the first quarter of 2002 the second half within six monthsof start date.

•                  Auto Allowance of $500:  $250 paid semi-monthly.

•                  40% bonus opportunity based on thecompletion of specific goals.

•                  Grant of 100,000 stock options to begranted by the Board of Directors at their next scheduled meeting.

•                  Twelve month severance agreement ifseparation is not for cause.

•                  Relocation Assistance Package of $40,000.Components of this Relocation Assistance Package include:

•                  Costs related to actual packing andtransport of home belongings

•                  Storage Expenses

•                  Travel Expenses for you and your familyto Chicago

•                  Closing Costs

•                  Realtor commissions on the sale of your homein California

•                  Up to 60-days Temporary Housing for youand your family

 

Additional benefits of your employment with Option Care, Inc. include:

•                  Participation in our group insurancepackage, which consists of medical, dental, vision, short-term and long-termdisability plans. You will be eligible to enroll the first day of the monthfollowing the completion of thirty (30) days of continuous employment.

•                  We also provide basic life and AD&Dat no cost to you. You will be eligible to participate in these benefits thefirst day of the month following the completion of thirty (30) days ofcontinuous employment.

•                  Participation in our 401(k) ProfitSharing Plan as well as the Employee Stock Purchase Plan after meetingeligibility requirements.

•                  Time off with pay accrues at the rate of13.34 hours per month — 4 weeks per year, which will be available to youeffective on your first day of active employment. T.O.W.P. is provided to anemployee for leisure time, personal time off, time lost from work due to illnessor injury, and family emergencies.

 

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•                  In addition, Option Care observes sixtraditional holidays and may observe up to three floating holidays. After sixmonths of continuous employment, you will earn a Personal Holiday. After oneyear of continuous employment, you will earn a second Personal Holiday.

 

Please sign this letter, retain a copy for your personal records andforward a copy to me for inclusion in your personnel file.  We look forward to your contributions to theOption Care team.

 
| Sincerely,              | Signed:           |
|-------------------------|-------------------|
|                    |              |
|                    | /s/ Paul Mastrapa |
| Rajat Rai               | Paul Mastrapa     |
| Chief Executive Officer |              |
| Option Care, Inc.       | Date:             |   |

 

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