Exhibit 10.9
Internet Travel Network
000 Xxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
March 1, 1999
Xx. Xxxxxxx X.X. Xxxxxxx
000 Xxxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxx Xxxxx, XX 00000
Dear Dick:
I am very pleased to confirm your agreement to remain with Internet
Travel Network (the "Company") in a different capacity following your
resignation as President and Chief Executive Officer. The terms of your
continuing relationship with the Company are as follows:
1. Employee Position Until March 15, 1999. You will serve as a full-
time employee until March 15, 1999. During this period, you will continue to
earn a salary at the rate currently in effect and will have the opportunity to
earn a prorated cash bonus for calendar year 1999. The 1999 bonus will be paid
on or about April 30, 1999. You will also receive a cash bonus for calendar year
1998 in the amount of $100,000. The 1998 bonus will be paid on or about March
31, 1999.
2. Positions After March 15, 1999. You will continue to serve as
Chairman of the Board of Directors of the Company at the discretion of the
Board. In addition, you will make yourself available to provide consulting
services to the Company from March 16, 1999, to March 15, 2000. During this
period, the Company will pay you a retainer of $5,000 per month for up to two
days of consulting per month. Any consulting services in excess of two days per
month will be compensated at the rate of $2,000 per day. The Company will also
pay or reimburse reasonable expenses incurred in connection with your consulting
services or your service as Chairman of the Company's Board of Directors. Either
you or the Company may terminate your position as a consultant at any time and
for any reason. If the Company terminates your position as a consultant before
December 31, 1999, then your retainer payments of $5,000 per month will continue
until December 31, 1999. In addition, if your service with the Company as a
consultant and/or member of the Board of Directors terminates before March 15,
2000, for any reason other than your voluntary resignation, then the vested
portion of your shares of the Company's common stock will be determined as if
your service had continued until March 15, 2000.
3. Restricted Stock Award. You and the Company will amend the
Restricted Stock Agreement dated March 19, 1998. Under the amendment, all of the
shares of the Company's common stock described in that agreement will be vested
on March 10, 2000, if
Xx. Xxxxxxx X.X. Xxxxxxx
March 1,1999
Page 2
your continuous service as a consultant to the Company or a member of the
Company's Board of Directors continues until that date. During the period from
March 10, 1999, to March 10, 2000, the remaining unvested shares will vest at
the rate of 27,083.33 shares upon the completion of each month of continuous
service as a consultant to the Company or a member of the Company's Board of
Directors. All other terms of the Restricted Stock Agreement dated March 19,
1998, will remain unchanged.
4. Entire Agreement. This letter and the Exhibits attached hereto
contain all of the terms of your relationship with the Company and supersede any
prior understandings or agreements, whether oral or written, between you and the
Company (including, without limitation, the letter agreement dated March 10,
1998). However, this letter does not affect the options and shares previously
granted to you by the Company, except as provided in Paragraph 3 above.
5. Amendment and Governing Law. This letter agreement may not be
amended or modified except by an express written agreement signed by you and a
duly authorized officer of the Company. The terms of this letter agreement and
the resolution of any disputes will be governed by California law.
We hope that you find the foregoing terms acceptable. You may indicate
your agreement with these terms and accept this offer by signing and dating the
enclosed duplicate original of this letter and returning it to me.
We look forward to your continuing valuable contributions to the
Company.
Xx. Xxxxxxx X.X. Xxxxxxx
March 1,1999
Page 3
If you have any questions, please call me at (000) 000-0000.
Sincerely,
On behalf of the Board of Directors of
Internet Travel Network
Xxxxxxx X. Xxxxx
Member of the Board of Directors
I have read and accept this agreement:
___________________________________ Dated: March 1, 1999
Xxxxxxx X.X. Xxxxxxx
