Exhibit 10.27
ESPS, Inc.
Employment Agreement Amendment
To Xxx Xxxxxx:
In accordance with the terms of your employment agreement executed December
28, 2000, (the "Agreement"), ESPS, Inc. (the "Company") has determined its offer
with respect to acceleration of unvested option grants upon a Change of Control.
Following are the terms of the offer:
In the event of a Change of Control, options will become vested as follows:
1. If the Change of Control occurs within your first twelve months of
employment, 75% of options granted to you will immediately vest
upon approval of the Change of Control in accordance with the
Company's bylaws.
2. If the Change of Control occurs after your first twelve months of
employment but before eighteen months from your hire date, 87.5%
of options granted to you will immediately vest upon approval of
the Change of Control in accordance with the Company's bylaws.
3. If the Change of Control occurs after eighteen months of
employment, 100% of options granted to you will immediately vest
upon approval of the Change of Control in accordance with the
Company's bylaws.
Approval of the Change of Control shall have been deemed to have occurred
upon the date the stockholders of the Company (or the Board of Directors, if
stockholder action is not required) approve the Change of Control. In addition,
in the event your employment is terminated within 12 months of a Change of
Control, the Company has agreed to extend the severance period, as defined in
the "Severance" section of your Agreement, from six months to twelve months.
Please note that this modification does not in any way increase the amounts due
you from the Company as defined in your Agreement, in the event you are
terminated with Cause as defined in your Agreement.
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Change of Control A Change of Control for this purpose means the
occurrence of any one or more of the following events:
a person, entity, or group (other than the Company,
any Company subsidiary, any Company benefit plan, or
any underwriter temporarily holding securities for an
offering of such securities) acquires ownership of
more than 50% of the undiluted total voting power of
the Company's then-outstanding securities eligible to
vote to elect members of the Board ("COMPANY VOTING
SECURITIES"); consummation of a merger or
consolidation of the Company with or into any other
entity -- unless the holders of the Company Voting
Securities outstanding immediately before such
consummation, together with any trustee or other
fiduciary holding securities under a Company benefit
plan, hold securities that represent immediately after
such merger or consolidation at least 50% of the
combined voting power of the then outstanding voting
securities of either the Company or the other
surviving entity or its parent; or the stockholders of
the Company approve (i) a plan of complete liquidation
or dissolution of the Company or (ii) an agreement for
the Company's sale or disposition of all or
substantially all the Company's assets, AND such
liquidation, dissolution, sale, or disposition is
consummated.
If you accept the terms of this amendment, please sign in the space indicated
below. We encourage you to consult with any advisors you choose.
ESPS, Inc.
By: /s/ R. Xxxxxxx Xxxx
I accept and agree to the terms of employment set
forth in this Agreement:
/s/ Xxxxxx Xxxxxx
Dated: February 12, 2001
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