Exhibit 10.100
December 26, 2002
Xxxxxxx Xxxxxxxx
0000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
RE: EXECUTIVE AGREEMENT/GIS
Dear Xxxxxxx,
On behalf of Government Internet Systems, Inc., a Nevada corporation
(the "Company"), I am pleased to confirm your appointment as CEO and Treasurer
of Government Internet Systems, Inc., a Nevada corporation (the "Company")
effective as of November 11, 2002, and your acceptance of such appointment. The
Company looks forward to your future success as an executive of the Company.
Pursuant to this letter agreement, you and we hereby confirm the following:
1. You will serve as CEO of the Company for six (6) months from the date hereof.
2. In the event Company actually receives (a) a minimum of $2,500,000 of funding
or (b) sales in excess of $1,000,000 in the next six (6) months from the date
hereof, then you shall have thirty (30) days to give the Company notice of your
acceptance of your full time engagement as CEO and to the terms of the
Employment Agreement, attached hereto as Attachment A and incorporated by this
reference. The effective date (the "Effective Date") of the Employment Agreement
will be on the date of your acceptance after either (a) or (b) occurs. In the
event that neither (a) nor (b) has occurred within six (6) months after the
execution of this letter agreement, then either party may terminate this
Agreement upon thirty (30) days notice to the other party.
3. During the term of this letter agreement, you expressly acknowledge and agree
that the terms of this letter agreement shall control until the Employment
Agreement becomes effective. In addition, unless and until all of the terms of
the Employment Agreement become effective, the Company shall have no obligation
to pay the salary and benefits specified in Paragraphs 3.1, and 3.6, 4.1, 4.2,
4.3, and 4.4, nor shall Executive be obligated under Section 3.5.
4. During the term of the letter agreement, the parties agree that only
Paragraphs 1, 3.3, 3.4, 3.7, 4.5, 5, 6, 7, 8, 9, 10, and 11 of the Employment
Agreement be incorporated as terms of this letter agreement. In accordance with
Paragraph 3.3 of the Employment Agreement, respectively, the Company expressly
acknowledges and confirms you shall receive one thousand (1000) shares of the
twenty-five thousand (25,000) authorized common stock shares of the Company (the
"Shares"), subject to the terms of the Buyback Agreement (attached as Attachment
B and incorporated herein by this reference), dated December 26, 2002, between
Vertical and you (in accordance with Paragraph 3.3 of the Employment Agreement.
The Company shall reimburse you for reasonable travel and other expenses
incurred in the course of performing services hereunder. You will receive no
other compensation for your services as an executive of the Company until either
of the events specified in Paragraph 2, Section (a) or (b) occurs.
5. You agree that you will execute, and deliver to an officer of the Company,
the Company's Confidentiality and Development Agreement, which is attached
hereto as Attachment C and incorporated herein by this reference. In addition,
you will abide by the Company's strict policy that prohibits any new employee,
consultant or advisor from using or bringing with him or her from any previous
employer any confidential information, trade secret, or proprietary materials or
processes of such employer.
Again, let me indicate how pleased we all are to extend this offer, and
how much we look forward to working together. Please indicate your acceptance by
signing and returning the enclosed copy of this letter agreement and the affixed
attachments. Only a written agreement signed by the Company and you can modify
or amend this letter agreement.
Very truly yours,
ACCEPTED AND AGREED:
GOVERNMENT INTERNET SYSTEM, INC.
By: _______________________________
Xxxxxx Xxxxx, President
XXXXXXX XXXXXXXX
By: _______________________________
Xxxxxxx Xxxxxxxx, an individual
ATTACHMENT A
EMPLOYMENT AGREEMENT
ATTACHMENT B
BUY BACK AGREEMENT
ATTACHMENT C
WARRANT
ATTACHMENT D
CONFIDENTIALITY AND DEVELOPMENT AGREEMENT
