Exhibit
10.5


 


 


December 3, 2004


 


 


By Hand Delivery


 


 


Mr. Kevin M. Boyce


 


 


Dear Kevin:


 


As you know, at the time I became President
and CEO of Vastera, I informed our Board of Directors, our employees, and the
investment community that I expected we would need between 18 and 24 months to
implement the changes necessary to recharge the growth of the Company.  The first 12 months of this turnaround period
has been extremely challenging, and looking forward, I expect the next 12
months to be no less challenging.


 


On behalf of the Board of Directors and
myself, I want to let you know that we view you as being instrumental to the
Company as we continue to confront and master the challenges that face us.  Because we value you and the contributions
that you have made to the Company in the past and as a means of ensuring that
you will continue to make such contributions in the future, the Company is
offering you a retention bonus in the amount of $175,000 (the “Retention Amount”).


 


In addition to your regular compensation, so
long as you remain employed by the Company through September 1, 2005, you will
be paid the Retention Amount. 
Additionally, if anytime prior to September 1, 2005: (i) the Company
terminates your employment for any reason other than “for cause” (which is
defined below) or (ii) you resign from the Company with “good reason” (which is
defined below), you will be guaranteed payment of the Retention Amount. Payment
of the Retention Amount shall be made in a single lump sum, subject to all
federal and state statutory withholdings,
in the September 15, 2005 payroll run or, if your employment has been
terminated in the manner described above, in the next pay period immediately
following the termination of your employment.


 


For purposes of this
retention letter “for cause” shall mean


(a)          your conviction
of, or the entry of a pleading of guilty or nolo contendere (no contest) by you
to, any crime involving moral turpitude that may reasonably adversely reflect
on the Company or any felony;


(b)   any willful misconduct
engaged in by you in connection with your duties or your willful failure to use
reasonable effort to perform substantially your responsibilities in the best
interest of the Company, except in cases involving your mental or physical
incapacity or disability; provided  however, that the Company may
terminate your employment pursuant to this subsection (b) only


 





















 


after you fail correct or cure, or to commence and continue to pursue
the correction or curing of, such refusals within 30 days after receipt by you
of written notice from the Company of each specific claim of any such
misconduct or failure.  You shall have
the opportunity to appear before the President and CEO to discuss such written
notice during such 30-day period.  “Willful misconduct”
and “willful failure to
perform” shall not include actions or inactions on the part of
the Employee that were taken or not taken in good faith by the Employee; and


(c)          the committing
of any act of fraud, material dishonesty, or gross misconduct in connection with
the Company by you.


 


 


For purposes of this
retention letter “good reason” shall mean:


 


(a)          a material change in your
reporting responsibilities;


(b)         a substantial diminution of
your responsibilities;


(c)          any reduction in your level
of compensation without the approval of the Employee; or


(D)        a transfer of your work
location for purposes of performing your duties hereunder to a location that is
beyond a 40-mile radius from your present work location.


 


This letter contains the entire agreement
with regard to the Company’s obligation to make a retention payment and what
will be expected of you to receive the Retention Amount.


 


I want to personally thank you for your past
contributions to the Company and your continuing cooperation going forward.


 


 


	 
	
  Sincerely,

  
	 
	
   

  
	 
	
  Timothy A. Davenport

  
	 
	
  President and CEO

  
	
   

  
	
  AGREED and ACCEPTED:

  
	
   

  
	
  KEVIN M. BOYCE

   

  
	
   

  
	
   

  	
   

  	
  Date: