EXHIBIT 10.63
December 30, 1998
Xx. Xxxxxx Xxxxxxxx
Chief Executive Officer
Xxx-Xxxx.xxx, Inc.
0000 Xxx. 000
Xxx Xxxx, XX 00000
Dear Xxx:
A "Change in Control" as defined in my Employment Agreement dated July 3, 1997
and as defined in my Stock Option Agreement dated October 13, 1998 will occur on
your resignation as Chief Executive Officer. As a result I may terminate my
employment and receive Compensation for the remaining term of the Employment
Agreement (approximately 22 months) without mitigation.
You have requested that I continue in my current capacity rather than elect
immediate termination of my employment and payment of the Compensation required
under the Employment Agreement.
1. I will continue as Chief Financial Officer of Xxx-Xxxx.xxx, Inc. until
a replacement is found but no later than October 31, 1999.
2. My compensation will continue without any requirement for mitigation
for 22 months after a replacement is found or October 31, 1999.
3. I will continue as a Director of Xxx-Xxxx.xxx, Inc. until expiration
of my current Term (year 2000).
4. I will consult on a limited basis after cessation of employment until
December 31, 2000.
5. I will be paid $20,000.00 per month for commencing January 1999.
6. The 250 000 stock options which I have are fully vested and
exercisable as of December 30,1998.
7. All other terms of my Employment Contract will continue to be in
effect until October 31, 1999.
Any other arrangements for services will be separately negotiated with the then
appropriate executives of the Company.
Please indicate your acceptance and agreement in the space provided below.
Yours truly; Accepted and Agreed
Xxx-Xxxx.xxx, Inc.
Xxxxxx X. Xxxxxx By:
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Xxxxxx Xxxxxxxx, CEO
