EXHIBIT 10.8
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), entered into as of
this 28th day of February, 2000, is made by and between TurboLinux, Inc., a
Delaware corporation (hereinafter the "Company"), and T. XXXX XXXXXX
(hereinafter "Executive").
ARTICLE 1
EFFECT OF AGREEMENT
1.1 Effect of Agreement.
This Agreement shall be effective as of February 28th, 2000 (the "Effective
Date") and shall remain in effect so long as Executive is employed by the
Company; provided, however, that the rights and obligations of the parties
hereto contained in Articles 6 and 7 of this Agreement, and as otherwise
explicitly provided in this Agreement, shall survive any termination of this
Agreement until such time as such duty or obligation is satisfied in full.
1.2 Consideration.
The duties and obligations of the Company to Executive under this Agreement
shall be in consideration of Executive's continued employment with the Company.
ARTICLE 2
EMPLOYMENT DUTIES
2.1 Title/Responsibilities.
Executive hereby accepts the terms of this Agreement and agrees to serve as
the President and Chief Operating Officer of the Company and Executive shall be
elected to serve as a member of the Company's Board of Directors (the "Board").
Executive shall work closely with and report directly to the Chief Executive
Officer and Board of Directors of the Company. Executive shall have all powers
and duties commensurate with such position, including but not limited to hiring
personnel necessary to carry out the responsibilities for such position. As the
President and Chief Operating Officer of the Company, Executive will be
responsible for managing the operations of the company, including finance,
general administration, sales and marketing, the development and delivery of
products, and the implementation of the overall strategy of the company. As an
executive officer of the Company, Executive will be expected to enforce the
rules and regulations of the Company. His office will be in the San Jose,
California area.
2.2 Full-Time Attention.
Executive shall devote his best efforts and his full business time and
attention to the performance of the services customarily incident to such office
and to such other services as the Board and/or the Chief Executive Officer may
reasonably request. Executive may also serve on the board of directors of one or
more companies with the prior consent of the Board, which shall not be
unreasonably withheld, and may also continue to serve on the board of directors
of those companies listed on Schedule A, so long as such service does not
interfere with Executive's performance of his responsibilities and duties to the
Company.
2.3 Other Activities.
Except upon the prior consent of the Board, Executive shall not during the
period of this Agreement engage, directly or indirectly, in any other business
activity (whether or not pursued for pecuniary advantage) that is or may be
competitive with, or that might place him in a competing position to that of the
Company or to any other corporation or entity that directly or indirectly
controls, is controlled by, or is under common control with the Company (an
"Affiliated Company"), provided that Executive may own less than one percent
(1%) of the outstanding securities of any such publicly traded corporation. The
determination as to whether a business activity is or may be competitive with
the Company or an Affiliated Company shall be made by the Board, and shall be
final and binding on all parties. Nothing in this Section 2.3 is intended to
prevent Executive from accepting employment with another company, or providing
other services to another business, after Executive's cessation of all services
for the Company.
2.4 Directorship.
Executive will be nominated for re-election to the Company's Board and
continue serving as a member of the Board throughout the time that this
Agreement is in effect. While he remains an employee of the Company, Executive
agrees to serve as a member of the Board at no additional compensation.
Executive shall receive the same indemnification for this Board activities as
the company makes available to other members of the Board.
ARTICLE 3
COMPENSATION
3.1 Annual Base Pay.
The annual Base Salary of Executive will be two hundred seventy-five
thousand dollars ($275,000). For as long as this Agreement is effective, the
Board shall review Executive's Base Salary at least annually.
3.2 Annual Incentive Bonus.
2.
For each of the Company's fiscal years, commencing with the Company's 2000
fiscal year and for each fiscal year thereafter as long as this Agreement is in
effect, the Board shall establish after consultation with the Executive a set of
mutually agreeable performance targets for Executive, which if fully achieved
shall result in a cash payment to Executive (the "Bonus") equal to two hundred
seventy-five thousand dollars ($275,000). For the first fiscal year of
Executive's employment with the Company, fifty percent (50%) of the Bonus shall
be guaranteed, with the remaining fifty percent (50%) to be awarded based upon
Executive's achievement of the mutually agreeable performance targets. This
bonus will be due and payable within thirty days after the end of the fiscal
year. For each fiscal year thereafter, one hundred percent (100%) of the Bonus
shall be awarded based upon Executive's achievement of the mutually agreeable
performance targets that will be set by the Board, after consultation with the
Executive, at the beginning of the fiscal year. For the second fiscal year and
each fiscal year thereafter, Executive's target bonus will be equal to one
hundred percent (100%) of Executive's annual base salary, to be awarded based
upon Executive's achievement of mutually agreeable performance targets.
3.3 Stock Options.
(a) Hire-On Option.
As part of Executive's compensation for services to the Company, the
Company shall grant to the Executive an immediately exercisable nonstatutory
stock option to purchase that number of shares of the Company's common stock
equal to four percent (4.0%) of the Company's currently outstanding shares on a
fully diluted basis of the Company's stock as of February 11, 2000, which is Two
Million One Hundred Eleven Thousand (2,111,356) shares (the "Hire-On Option"),
subject to the terms of the Company's 1999 Equity Incentive Plan ("Plan"), and
with an exercise price of fifty cents ($0.50) per share. The Hire-On Option
shall vest over four (4) years of continuous service with the Company, such that
1/4th of the shares subject to the Hire-On Option shall vest on the first
anniversary of the Executive's commencement of employment with the Company, with
the balance of the shares subject to the Hire-On Option vesting in equal monthly
installments thereafter over the following thirty-six (36) months. The Company
shall retain the right to repurchase any shares of common stock purchased under
the Hire-On Option which have not become vested as provided in this Section
3.3(a) should Executive's employment terminate prior to the completion of four
(4) years of continuous service with the Company.
(b) Performance Option.
As part of Executive's compensation for services to the Company, the
Company shall grant to the Executive an immediately exercisable nonstatutory
option to purchase that number of the shares of the Company's common stock equal
to one-half percent (0.5%) of the Company's currently outstanding shares on a
fully diluted basis of the Company's stock as of February 11, 2000, which is Two
Hundred Sixty Three Thousand Nine Hundred Twenty (263,920) shares (the
"Performance Option"), subject to the terms of the Plan, and with an
3.
exercise price of fifty cents ($0.50) per share; notwithstanding, the
Performance Option may be made outside of the Plan. The Performance Option shall
vest on the earlier of (i) the completion of six (6) years of Executive's
continuous service with the Company, or (ii) the achievement by the Company of
certain performance milestones, to be mutually agreed upon following the start
of Executive's employment. Executive will meet with the CEO and representatives
of the Board within thirty days of commencing employment and they will agree to
certain performance objectives that might reasonably be achievable within one
year to eighteen months after the date of hire. The Company shall retain the
right to repurchase any stock purchased under the Performance Option which have
not become vested as provided in this Section 3.3(b).
(c) Terms of the Stock Options Grants.
The above stock options, if approved by the Board, will be subject to
the terms and conditions of the Plan whether or not they are granted under the
Plan, any amendments to the Plan, and the Company's corresponding grant to
Executive. Subject to the provisions of this Section 3.3, Executive shall have
the right to exercise the Hire-On Option and Performance Option under an early
exercise stock purchase as provided in the Plan. If the common stock of the
Company becomes publicly-traded, the Company will use its best efforts to
register the stock purchased under the above stock options under an XXX X-0
registration or a re-offering registration under an XXX X-0 or S-3 registration.
(d) Stock Loan.
The Company will provide a full-recourse loan to Executive to exercise
the above stock options under an early exercise stock purchase as permitted
above. The loan will be provided to Executive at the lowest interest rate
allowable under Section 7872 of the Internal Revenue Code that would not result
in any imputed income for a below-market interest rate and on the most favorable
terms consistent with applicable securities laws and rules. The shares purchased
with the above sock options will be pledged as collateral and held in escrow for
the repayment of the loan and will be subject to repurchase of foreclosure by
the Company consistent with Executive's vesting schedule or schedules if
Executive terminates employment without satisfying the vesting requirements for
the above stock options or has not repaid the above-described loan.
3.4 Mortgage Subsidy, Reimbursement of Home Sales Expenses and
Moving Expenses
(a) Mortgage Subsidy.
For a period of the shorter of three year after the Effective Date or
until two years following the effective date of the initial public offering
("IPO") of the Company's common stock, the Company will provide Executive with a
monthly mortgage allowance sufficient to cover the difference in the monthly
mortgage payments Executive incurs in excess of Executive's current mortgage
payments (which is $4060 per month) to cover the additional mortgage amount
incurred by Executive ("Mortgage Difference") not to exceed One Million
4
Dollars ($1,000,000). To the extent that this mortgage subsidy is not sufficient
for Executive to find housing for his family consistent with his needs and local
norms, the Company agrees to act in good faith to attempt to work out a suitable
accommodation with Executive. This monthly mortgage subsidy will be grossed up
to cover any incremental tax obligations it creates for Executive. If at the end
of three years the Company has not made an IPO, the Company shall, if asked by
Employee, make a four (4) year term loan to the Executive equal to the Mortgage
Difference, with interest payable annually at the lowest rate permitted under
Section 7872 of the Internal Revenue Code which would not result in any imputed
income to Executive and, subject to the provisions of the following sentence,
the unpaid principal due and payable on the earlier of four (4) years from the
date the loan is made or the date of the termination of Executive's employment.
All of the accrued interest and one-fourth (1/4) of the principal of the loan
shall be forgiven for each year following the date the loan is made that
Executive remains in employment with the Company.
(b) Reimbursement of Home Sale and Purchase Expenses.
In addition, the Company will reimburse Executive for all reasonable
costs associated with selling his current home and purchasing a new home,
including closing costs on the sale of his current home plus all acquisition
costs on the purchase of his new home.
(c) Relocation, Housing Allowances and Home Visits.
The Company will pay for Executive's household moving expenses including
the packing and unpacking of household goods, relocation of household goods and
relocation of Executive's family to the West Coast. The Company also will
provide Executive with temporary living expenses in an apartment or hotel until
his family relocates in the summer of 2000. The Company also will reimburse
Executive for two house hunting trips, one of which will include Executive's
children. In addition, the Company will reimburse Executive for the reasonable
cost of up to two trips per month to visit his family while they remain in
Massachusetts. Executive agrees to operate on a best efforts basis to integrate
these trips with normal business travel.
(d) The Company will provide a gross-up on the relocation,
housing and travel expenses referred to in subparagraphs (b) and (c)
that are not deductible by Executive for income tax purposes.
(e) The Company will also make a lump sum payment to you
within ninety days after you start employment which after the deduction
of all applicable taxes is equal to $10,000. This payment is designed to
compensate you for all incidental moving expenses not specifically
covered above.
3.5 Attorneys Fees Reimbursement.
5
The Company will reimburse Executive for all legal fees and costs
associated with the advice, execution or negotiation of this Agreement, up to a
maximum of ten thousand dollars ($10,000).
ARTICLE 4
EXPENSE ALLOWANCES AND FRINGE BENEFITS
4.1 Benefits.
While this Agreement is in effect, the Company shall provide Executive
with the same benefits which it provides to its other senior executives,
including but not limited to medical, pension, vacation, bonus, stock,
profit-sharing and savings plans and similar benefits as such plans and benefits
may be adopted by the Company from time to time.
4.2 Business Expense Reimbursement.
While this Agreement is in effect, Executive shall be entitled to
receive proper reimbursement for all reasonable out-of-pocket expenses incurred
by him (in accordance with the policies and procedures established by the
Company for its senior executive officers) in performing services hereunder.
Executive agrees to furnish the Company adequate records and other documentary
evidence of such expenses for which Executive seeks reimbursement. Such expenses
shall be accounted for under the policies and procedures established by the
Company.
ARTICLE 5
OTHER RIGHTS AND BENEFITS
5.1 Nonexclusivity.
Nothing in this Agreement shall prevent or limit Executive's continuing
or future participation in any benefit, bonus, incentive or other plans,
programs, policies or practices provided by the Company and for which Executive
may otherwise qualify, nor shall anything herein limit or otherwise affect such
rights as Executive may have under any stock option or other agreements with the
Company. Except as otherwise expressly provided herein, amounts which are vested
benefits or which Executive is otherwise entitled to receive under any plan,
policy, practice or program of the Company at or subsequent to the date of his
termination shall be payable in accordance with such plan, policy, practice or
program.
ARTICLE 6
TERM AND TERMINATION OF EMPLOYMENT
6.1 Events of Termination.
6
The Executive's employment, will terminate:
(a) upon the death of the Executive;
(b) upon a termination of Executive's employment by the
Company due to disability after a determination of disability of the
Executive (as defined in Article 6.2);
(c) upon termination by the Company for Cause or
Without Cause; or
(d) upon the Executive's resignation of his employment
for any reason or no reason.
6.2 Definition of Disability.
For the purposes of this Agreement, the Executive will be deemed to have
a "disability" if, for physical or mental reasons, the Executive is unable to
perform the essential functions of the Executive's duties under this Agreement
with or without reasonable accommodation of 120 consecutive days, or 180 days
during any twelve-month period, as determined in accordance wit this Article
6.2. The disability of the Executive will be determined by a mutually agreeable
medical doctor. The Executive must submit to a reasonable number of examinations
by the medical doctor making the determination of disability under Article 6.2,
and the Executive hereby authorizes the disclosure and release to the Company
(who shall treat such information in strictest confidence) of such determination
and all supporting medical records. If the Executive is not legally competent,
the Executive's legal guardian or duly authorized attorney-in-fact will act in
the Executive's stead, under this Article 6.2, for the purposes of submitting
the Executive to the examinations, and providing the authorization of
disclosure, required under this Article 6.2
6.3 Definition of "Cause."
For the purposes of this Agreement, a termination of Executive's
employment for "Cause" shall mean a termination of Executive's employment by the
Company due to (i) Executive's conviction of any felony or any crime involving
moral turpitude or dishonesty, including a plea of guilty or not contest, (ii)
Executive's participation is a fraud or act of dishonesty either of which
materially damages the Company, (iii) Executive's conduct that, based upon a
good faith and reasonable factual investigation and determination by the
Company, demonstrates Executive's willful failure or refusal to perform his job
duties, or (iv) any other willful act of misconduct which materially damages the
Company. The Company must provide the Executive with thirty (30) days advance
written notice of intent to terminate Executive's employment for "Cause" (the
"Cure Period"). During the Cure Period, the Company, at its sole option, may
require the Executive to take a paid leave of absence and the Executive may
attempt to cure the situation. If Executive does not cure the situation to the
reasonable satisfaction of the Company by the expiration of the Cure Period, the
Executive's employment will then terminate. A termination of Executive's
employment by the Company for any other reason or in any other
7
circumstances will be a termination "Without Cause." The Executive's physical or
mental Disability shall not constitute "Cause" for termination of employment.
6.4 Termination Pay.
Effective upon the termination of Executive's employment, the Company
will pay the Executive (or, in the event of his death, his designated
beneficiary as defined below) the sums provided in Article 6.4. For purposes of
this Article 6.4, the Executive's designated beneficiary will be such individual
beneficiary or trust, located at such address, as the Executive may designate by
notice to the Company from time to time or, if the Executive fails to give
notice to the Company of such a beneficiary, the Executive's estate.
(a) Termination Other than for Cause.
If Company terminates the Executive's employment Without Cause (or if
Executive's employment with the Company terminates on account of Executive's
death or Disability) the Company shall provide Executive with the following
severance benefits, provided that Executive first executes the employee
agreement and release substantially in the form attached hereto to Exhibit B:
(i) the Company shall continue to pay to
Executive his then current monthly Base Salary for a period of
twelve (12) months following Executive's actual separation date;
(ii) the Company shall pay Executive his
target bonus (assuming performance at target) for the twelve
(12) month period following Executive's actual separation date
at such time or times as the Company would make bonus payments
to the Company's senior executives;
(iii) the Company will continue Executive's
benefits, including medical coverage, or pay for the
continuation of such coverage, for twelve months; and
(iv) the vesting of Executive's outstanding
stock options will accelerate and, if applicable, the Company's
repurchase right will lapse, as if Executive had been employed
for six additional months after termination of employment.
(b) Termination for Cause.
If the Company terminates Executive's employment for Cause, the
Executive will be entitled to receive his annual base salary and benefits
through the date such termination is effective.
8
6.5 Definition of "Change of Control."
For purposes of this Agreement, the term "Change of Control" means the
consummation of any of the following transactions:
(a) the stockholders of the Company approve a business
combination (such as a merger or consolidation) of the Company with any
other corporation or other type of business entity (such as a limited
liability company), other than a business combination which would result
in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) at least
fifty percent (50%) of the total voting power represented by the voting
securities of the Company or such controlling surviving entity
outstanding immediately after such business combination; or
(b) the sale, lease, exchange or other transfer or
disposition by the Company of all or substantially all (more than
seventy percent (70%)) of the Company's assets by value.
6.6 Termination Due to Change in Control.
(a) Change in Control Severance. The Executive shall also
be entitled to the compensation and benefits described in Article 6.4(a)
plus the acceleration of the vesting of all of Executive's outstanding
stock options in the event of the occurrence of a Change in Control
while the Executive is employed by the Company, but only if upon or
within twelve (12) months following the occurrence of the Change in
Control, one of the following events occurs: (i) the Executive's
employment terminated by the Company Without Cause or (ii) the Executive
resigns within sixty days of a) his position, authority or
responsibilities being significantly reduced; b) being asked to relocate
his principal place of employment such that his commuting distance from
his residence prior to the Change in Control is increased by over fifty
(50) miles; c) his annual Base Salary or target bonus being reduced; or
d) his benefits being materially reduced. The Company will provide
Executive with the severance benefits described in Article 6.4(a),
provided that Executive must first execute the employee agreement and
release substantially in the form attached hereto as Exhibit B.
(b) Parachute Payment. In the event that the acceleration
of the vesting provided for and benefits otherwise payable to Executive
under this Section 6.6(i) constitute "parachute payments" within the
meaning of Section 280G of the Internal Revenue Code of 1986, as
amended, (the "Code"), or any comparable successor provision, and (ii)
but for this section would be subject to the excise tax imposed by
Section 4999 of the Code, or any comparable successor provision (the
"Excise Tax"), then Executive's benefits hereunder shall be either
9
(i) provided to Executive in full, or
(ii) provided to Executive as to such lesser extent
which would result in no portion of such benefits being subject
to the Excise Tax.
whichever of the foregoing amounts, when taking into account applicable federal,
state, local and foreign income and employment taxes, the Excise Tax, and any
other applicable taxes, results in the receipt by Executive, on an after-tax
basis, of the greatest amount of benefits, notwithstanding that all or some
portion of such benefits may be taxable under the Excise Tax. Unless the Company
and Executive otherwise agree in writing, any determination required under this
section shall be made in writing in good faith by the Accountants. In the event
of a reduction of benefits hereunder, benefits payable in cash shall be reduced
first. For purposes of making the calculations required by this section, the
Accountants may make reasonable assumptions and approximations concerning
applicable taxes and may rely on reasonable, good faith interpretations
concerning the application of the Code, and other applicable legal authority.
The Company and Executive shall furnish to the Accountants such information and
documents as the Accountants may reasonably request in order to make a
determination under this section. The Company shall bear all costs the
Accountants may reasonably incur in connection with any calculations
contemplated by this section.
The accounting firm engaged by the Company for general audit purposes as
of the day prior to the effective date of the Change of Control shall perform
the foregoing calculations. If the accounting firm so engaged by the Company
upon the occurrence of a Change of Control under Article 6.5, the Company shall
appoint a nationally recognized accounting firm other than the accounting firm
engaged by the Company for general audit purposes to make the determinations
required hereunder. The Company shall bear all expenses with respect to the
determinations by such accounting firm required to be made hereunder.
The accounting firm engaged to make the determinations hereunder shall
provide its calculations, together with detailed supporting documentation, to
the Company and Executive within thirty (30) calendar days after the date on
which the parachute payments are due to be paid to the Executive. If the
accounting firm determines that no Excise Tax is payable with respect to a
Payment, it shall furnish the Company and Executive with an opinion reasonably
acceptable to the Executive that no Excise Tax will be imposed with respect to
such Payment. Any good faith determinations of the accounting firm made
hereunder shall be final, binding and conclusive upon the Company and the
Executive.
6.7 Mitigation.
Except as otherwise specifically provided herein, Executive shall not be
required to mitigate damages or the amount of any payment provided under this
Agreement by seeking order employment or otherwise, nor shall the amount of any
payment provided for under this
10
Agreement be reduced by any compensation earned by Executive as a result of
employment by another Company or by retirement benefits after the date of his
termination.
ARTICLE 7
GENERAL PROVISIONS
7.1 Governing Law.
The validly, interpretation, construction and performance of this
Agreement and the rights of the parties hereunder shall be interpreted and
enforced under California law without reference to principles of conflicts of
laws. The parties expressly agree that inasmuch as the Company's headquarters
and principal place of business are located in California, it is appropriate
that California law govern this Agreement.
7.2 Assignment; Successors; Binding Agreement.
Executive may not assign, pledge or encumber his interest in this
Agreement or any part thereof and any attempt to do so shall be void.
The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company, by operation of law or by agreement in
form and substance reasonably satisfactory to Executive, to assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
This Agreement shall inure to the benefit of and be enforceable by
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legalees. If Executive should die
while any amount is at such time payable to him hereunder, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement to Executive's devisee, legalee or other designee or, if there be
no such designee, to his estate.
7.3 Withholding of Taxes.
The Company shall withhold appropriate federal, state and local income
and employment taxes from any payments hereunder.
7.4 Notices.
Any notices provided hereunder must be in writing and such notices or
any other written communication shall be deemed effective upon the earlier of
personal delivery (including personal delivery by telex or facsimile) or the
third day after mailing by first class mail, to the Company at its primary
office location and to Executive at his address as listed in the Company's
payroll records. Any payments made by the Company to Executive under the terms
11
of this Agreement shall be delivered to Executive either in person or at his
address as listed in the Company's payroll records.
7.5 Modification; Waiver; Entire Agreement.
No provisions of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed by
Executive and such officer or other representative of the Company as may be
specifically designated by the Board. No waiver by either party hereto at any
time of any breach by the other party of, or compliance with, any condition or
provision of this Agreement to the performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or any
prior or subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party which are not expressly set forth or referred to in this Agreement.
7.6 Validity.
Whenever possible, each provision of this Agreement will be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or any other jurisdiction, but this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provisions hadn ever been contained herein.
7.7 Controlling Document.
In case of conflict between any of the terms and conditions of this
Agreement and the documents herein referred to, any other documents or
agreements affecting the same terms and conditions of Executive's employment as
are addressed in this Agreement, the terms and conditions of this Agreement
shall control, and such other documents shall be deemed to be amended hereby.
7.8 Employment Status.
This Agreement does not impose on Executive any obligation to remain as
an employee or impose on the Company any obligation (i) to retain Executive as
an employee, (ii) to change the status of Executive as an at-will employee whose
employment with the Company can be terminated at any time, with or without
notice, for any reason or no reason, or (iii) to change the Company's policies
regarding termination of employment.
7.9 Headings.
The headings of the Articles hereof are inserted for convenience only
and shall not be deemed to constitute a part hereof nor to affect the meaning
thereof.
12
7.10 Non-Publication.
The parties mutually agree not to disclose publicly the terms of this
Agreement except to the extent that disclosure is mandated by applicable law.
7.11 Construction.
In the event of a conflict between the text of the Agreement and any
summary, description or other information regarding the Agreement, the text of
the Agreement shall control.
7.12 Counterparts.
This Agreement may be executed in one or more counterparts any one of
which need not contain signatures of more than one party, all of which taken
together shall constitute one and the same Agreement.
Executed by the parties as of the day and year first above written.
TURBOLINUX, INC.
By: /s/ XXXXXX X. XXXXXX
-------------------------------------
Xxxxxx X. Xxxxxx,
President and Chief Executive Officer
EXECUTIVE:
/s/ T. XXXX XXXXXX
----------------------------------------
T. Xxxx Xxxxxx
13
