EXHIBIT 10.22
ADDENDUM NO. 2 TO EMPLOYMENT AGREEMENT
This Addendum No. 2 to the Employment Agreement (the "Addendum") is entered
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into this 8th day of February 2000 by and between Pointshare Corporation, a
Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxxxxxx ("Xxxxxxxxx").
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WHEREAS, the Company and Xxxxxxxxx are parties to that certain Employment
Agreement dated as of July 18, 1997 and Addendum to Employment Agreement dated
June 30, 1999 (the "Agreement").
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WHEREAS, the Company and Xxxxxxxxx hereby desire to supplement certain
provisions of the Agreement relating to compensation to Xxxxxxxxx.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. New Sections 3(g) and (h) shall be added to the Agreement reading as
follows:
(g) Additional Grant. Xxxxxxxxx will be granted a non-qualified
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option to purchase an additional 700,000 shares of the Company's Common Stock
under, and pursuant to the terms of, the Company's 1996 Amended and Restated
Stock Option Plan, including without limitation Section 11 thereof, at an
exercise price equal to the fair market value (as determined by the Company's
Board of Directors) on the date of grant (currently estimated to be $0.125 per
share) (the "Additional Shares"). Such Additional Shares will vest and become
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exercisable as follows, provided Xxxxxxxxx continues to provide services to the
Company:
(i) 200,000 shares will vest over a four-year period as
follows: Twenty-five percent (25%) of the shares will vest on July 1,
2000 and one-thirty-sixth (1/36th) of the remaining seventy-five
percent (75%) of the shares will vest ratably at the end of each month
thereafter upon Xxxxxxxxx'x completion of each month of service with
the Company.
(ii) 500,000 shares will vest as follows:
(A) 100,000 shares upon the earlier of (A) the
closing of a private equity financing with gross
proceeds to the Company of at least $20.0 million and
(B) June 30, 2003;
(B) 200,000 shares upon the earlier of (A) the
closing of the Company's initial public offering of
Common Stock pursuant to a registration statement filed
under the Securities Act of 1933, as amended or upon a
"Change in Control" (as defined below) and (B) June 30,
2003; and
(C) 50,000 shares upon consummation of each agreement
with a corporate or strategic partner (as evidenced by
an equity investment or an agreement to
collaborate with respect to development, marketing or
product offering) up to a maximum of 200,000 shares for
four such agreements; provided that in any event such
200,000 shares shall be deemed fully vested on June 30,
2003 if Xxxxxxxxx is still providing services to the
Company.
"Change of Control" shall mean any acquisition of the Company, whether by
merger (except for a merger effected solely for the purposes of changing the
domicile of the Company) or any other transaction or series of related
transactions in which the shareholders of the Company immediately prior thereto
own less than a majority of the voting stock of the Company (or its successor or
parent) immediately thereafter.
2. Except as provided herein, the Agreement shall remain in full force and
effect. If one or more provisions of this Amendment are held to be
unenforceable under applicable law, such provision shall be excluded from this
Amendment and the balance of this Amendment shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.
3. Nothing in this Amendment, express or implied, is intended to confer
upon any party, other than the parties hereto, and their respective successors
and assigns, any rights, remedies, obligations or liabilities under or by reason
of this Amendment, except as expressly provided herein.
4. This Amendment shall be governed by and construed under the laws of the
State of Washington.
5. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
[Signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Addendum as of the date
first above written.
POINTSHARE CORPORATION:
/s/
By:_______________________________
Name:_____________________________
Its:______________________________
Address: 0000 000xx Xxxxxx XX, Xxxxx 000
Xxxxxxxx, XX 00000
XXXXXXXXX:
/s/ Xxxxxxx X. Xxxxxxxxx
__________________________
Xxxxxxx X. Xxxxxxxxx
Address:__________________
__________________
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