Exhibit 10.16
[Letterhead of Xxxxxx.Xxx]
[Date]
Xxxxxxx Xxxxxxx
Harvard Business School
Xxxxx Library West 000
Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Dear Xxxx:
This letter agreement (the "Agreement") will confirm the terms upon which you
will provide consulting services to Xxxxxx.Xxx Ltd. (the "Company").
1. You agree to make yourself available to render services to the Company on an
as-needed basis, subject to your prior commitments. It is anticipated that these
services will involve discussions and advice based on your extensive expertise.
You will not be required to travel without your consent.
2. The Company will reimburse you for all travel and other out-of-pocket
expenses which you may properly incur in connection with the services you render
hereunder, upon the submission of any and all statements, bills or receipts
evidencing the expenses for which you seek payment or reimbursement, and any
other information or materials, as the Company may from time to time reasonably
require.
3. You agree that you will serve as a Director of the Company if and when so
elected by the shareholders of the Company, subject only to the requirement that
the Company shall have obtained officers and directors liability insurance which
will provide coverage for you in your capacity as a Director of the Company. You
specifically agree to being named as a Director-Nominee in a registration
statement (the "Registration Statement") which may be filed by the Company under
the Securities Act of 1933, as amended, covering the offer and sale of common
stock for the account of the Company to the public.
4. You acknowledge that as a result of your services hereunder, you will be
privy to confidential information and trade secrets of the Company and its
clients, which you agree that you will not at any time (whether during the Term
or after termination of this Agreement), disclose to anyone or utilize for your
own benefit or for the benefit of third parties. The term "confidential
information or trade secret" does not include information which (i) becomes
generally available to the public other than by breach of this provision or (ii)
you learn from a third party who is not under an obligation of confidence to the
Company. In the event that you become legally required to disclose any
confidential information or trade secret, you will provide
the Company with prompt notice thereof so that the Company may seek a protective
order or other appropriate remedy and/or waive compliance with the provisions of
this paragraph 4. In the event that such protective order or other remedy is not
obtained, or that the Company waives compliance with the provisions of this
paragraph 4, you will furnish only that portion of the confidential information
or trade secret which is legally required and will exercise your best efforts to
obtain a protective order or other reliable assurance that confidential
treatment will be accorded the confidential information or trade secret.
5. As compensation for your services, promptly following your execution and
delivery of this Agreement, the Company shall issue to you options to purchase
25,000 shares of the Company's common stock. This issuance shall be made
pursuant to the Company's 1999 Stock Option/Stock Issuance Plan (the "Plan") and
shall be subject to the terms and conditions of the Plan as if granted under
Article IV of the Plan, specifically the repurchase rights of the Company
thereunder; provided, however, that the options shall be first exercisable only
at such time as you actually become a Director of the Company. The exercise
price per share of Company common stock shall be the fair market value of such
share on the date of issuance.
If you are in agreement with the foregoing, please sign in the space provided
below, whereupon this shall become a binding agreement between us.
Very truly yours,
XXXXXX.XXX LTD.
By: /s/ XXXX XXX
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ACCEPTED AND AGREED:
/s/ XXXXXXX XXXXXXX 4/27/99
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Xxxxxxx Xxxxxxx
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