April 17, 2000
Xxxx X. Xxxxxxxxx
Chairman and Chief Executive Officer
The IXATA Group, Inc.
0000 Xxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
Re: Extension of Current Employment Agreement
Dear Xx. Xxxxxxxxx:
The Board of Directors of The IXATA Group, Inc. has proposed that the term of
the Executive Employment Agreement between you and The IXATA Group, Inc.
(formerly Securfone America, Inc.) dated November 1, 1999, as modified by the
letter agreement dated November 9, 1999, be extended to December 31, 2000. The
current agreement, as extended, has expired on December 31, 1999. All terms of
the agreement, as modified, would remain unchanged, with the exception of the
following:
1. ANNUAL SALARY
Total annual salary compensation is currently $180,000, based on successfully
securing minimum additional funding of $750,000. Effective January 1, 2000, your
annual salary will be increased to $200,000. You agree to defer $40,000 of
annual salary until closing of minimum new funding of $3 million. Upon closing
minimum new funding of $3 million, all accrued salary will be payable, and
Executive's annual salary will increase to $225,000, with no deferrals.
2. INCENTIVE STOCK OPTIONS
As an incentive for you to extend your employment agreement, the Board has
authorized an amendment to modify your Incentive Stock Option Agreement dated
January 1, 1999, as follows:
A. To provide additional incentive to successfully accelerate the
Company's growth of shareholder value, you will be provided with
an additional 100,000 qualified incentive stock options. Stock
options will be priced at the closing market price on the date of
this letter. Options will vest upon signing this amended
agreement and are exercisable upon closing minimum new funding of
$3 million.
B. Paragraph 2(c) of your existing Incentive Stock Option Agreement
for 100,000 shares will be replaced with the following revised
language:
The Option shall become exercisable with respect to 100,000
Shares upon the closing of a minimum total funding commitment of
the Company of $3 million in cash, debt or equity funding from
external sources.
The original paragraph 2(c) of your Incentive Stock Option
Agreement reads as follows:
The Option shall become exercisable with respect to 100,000 of
the Shares upon issuance of a written report to the Committee,
certified by the Chief Financial Officer of the Company, that the
Company has maintained a positive cash flow from operations for a
minimum of 60 consecutive days.
All other terms of the option and employment agreements would remain unchanged.
The Board of Directors has approved the above agreement modifications subject to
your acceptance. Please sign below to acknowledge your agreement with the terms
of this agreement.
Sincerely,
The IXATA Group, Inc.
/s/ Xxxxxx X. Xxxxxxxxx
By Xxxxxx X. Xxxxxxxxx, Secretary
I agree to the terms of this letter as of the date appearing above.
/s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
Individually
