exv10w1



 






Exhibit 10.1




December 19, 2005




Kenneth J. Saunders

30862 Steeplechase Drive

San Juan Capistrano, California 92675




Dear Ken:



I am pleased to extend this offer to join Open Solutions Inc. as EVP & CFO reporting to Louis
Hernandez, Chairman & CEO at an annual salary of $300,000. You will be paid $12,500.00
semi-monthly on the 15th and the 30th of each month. You will be eligible
for an incentive bonus target of 60% of your annual salary subject to attaining corporate goals.



Open Solutions will reimburse up to $90,000.00 towards relocation and/or temporary housing related
costs and expenses including travel during the transition period for you and/or your family and any
other and all related or miscellaneous expenses. If you were to voluntarily terminate within the
first year employment, you will be required to repay them on a pro-rated basis.



You will also be paid a sign-on bonus of $25,000 payable the first month of employment.



The effective date of your employment will be January 3, 2006. However, your employment is
contingent upon satisfactory reference checks, background investigation and pre-employment drug
testing. This offer is effective through the close of business Wednesday, December 21st.



In addition, you will be granted 100,000 Open Solutions Inc. stock options at the fair market value
on the close of business of your employment start date with Open Solutions Inc. These options will
vest over a four-year period. You will also be granted 30,000 shares of restricted stock that will
vest over a five-year period. Both options and restricted stock are subject to the standard terms
of the Open Solutions 2000 Stock Incentive Plan.



If your employment is terminated by the Company without Cause, the Company shall be obligated to
pay you twelve months base salary upon termination. If you are terminated as a result of Change of
Control, you will be eligible for Tier I benefits as defined in Exhibit A attached. For purposes of
Exhibit A, your “duties” are as required to execute the office of the Chief Financial Officer,
reporting to the CEO of Open Solutions Inc. or the Parent entity of any successor company if the
Change of Control involves a merger, acquisition or divestiture.



A summary of additional benefits offered by Open Solutions is enclosed. All insurance benefits
including medical insurance, should you require it, will commence beginning the first day of
employment. In addition, you will be eligible for 15 days annually of accrued vacation time in
addition to the standard number of company holidays, floating holidays, sick time, and personal
days.



Additional information relative to all company benefits along with guidelines concerning employment
are contained in Open Solutions’ employee handbook, a copy of which will be issued to you during
your employee orientation.



You will be required to sign Open Solutions’ Proprietary Information and Inventions,
Non-Solicitation and Non-Competition Agreement as a condition and prior to your employment.
Enclosed is an original of this agreement, which you will need to sign and return it to me prior to
commencing employment.




 









 







Kenneth J. Saunders

Page 2



You also will be required to successfully complete the company’s I-9 U.S. employment verification
process and to pass a drug-screening test prior to commencing employment. You should make
arrangements for the drug screening with an affiliate facility of Foley Lab Services at least two
days prior to commencing employment. Drug screening forms will be provided by the facility.



Open Solutions Inc. is an employment-at-will employer. Therefore, this letter does not constitute
any contract or obligation on the part of the company beyond what is stated and does not guarantee
your employment for any specific duration. You and the company remain free to choose to end your
employment relationship at anytime, for any reason, with or without notice or cause. The company
does not recognize any contract of employment, unless it is reduced to writing and signed by you
and the Chief Executive Officer of Open Solutions Inc.



Open Solutions Inc. recognizes your obligation under your separation agreement with Peregrine
Systems in which you have agreed to provide certain transition services for ninety (90) days
beginning December 19, 2005 and your responsibilities under the Peregrine agreement regarding
transition services will not conflict with your duties as Chief Financial Officer of Open
Solutions. However, you should let us know if you believe that those services do conflict.



Kindly indicate your acceptance of this offer by signing in the space provided below and returning
one fully executed original copy, the signed Non-Solicitation and Non-Competition Agreement, and
the Background Investigation form to my attention, postmarked by December 21, 2005. You may also
fax preliminary copies by the due date to (860) 815-5532.



Welcome to Open Solutions Inc Ken. We are very excited to have you join OSI as a member of the
senior management team and look forward to having you contribute to our future growth and success.
Should you have any questions, please do not hesitate to contact me at (860) 815-5259.




Sincerely,

OPEN SOLUTIONS INC.




/s/ Greg O’Brien




Greg O’Brien

Vice President, Human Resources




	 	 	 
	Accepted: /s/ Kenneth J. Saunders

	12/19/05	 
	 
	Kenneth J. Saunders

	Date