OSICOM TECHNOLOGIES, INC.
0000 00XX Xxxxxx
Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
March 10, 1999
Xx. Xxxxxxxxx Xxxxxxxx VIII
President and CEO
NETsilicon, Inc.
000 Xxxxxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxx, XX 00000
Dear Xxxx:
This letter confirms our agreement relating to the stock options (the
"Options") being granted to you on or about the date of this letter by
NETsilicon, Inc. ("NSI") in connection with the initial public offering of NSI.
Notwithstanding anything to the contrary in the stock option agreement(s), the
following shall apply to those options:
1. In the event that NSI is sold to or merges with a company
unaffiliated with Osicom or NSI, all of the Options will vest
immediately, regardless of whether any performance or time
criteria otherwise applicable to vesting has been satisfied.
2. In the event that your employment is terminated without cause
or not continued without cause, or in the event of your
permanent disability or death, the Options will not be
terminated as a result of such an event but shall remain in
full force and effect and vest in accordance with their terms,
except that any performance-based criteria will be deemed to
have been satisfied notwithstanding the actual financial
results of NSI.
3. Except as amended by this letter, the Options remain in full
force and effect according to their terms.
Very truly yours,
NETsilicon, Inc. OSICOM TECHNOLOGIES, INC.
BY: /s/ Xxxx Xxxxxxxxxxxxx BY: /s/ Par Xxxxxx
---------------------------- -----------------------------------
Xxxx Xxxxxxxxxxxxx, Chairman Par Xxxxxx, Chief Executive Officer
BY: /s/ Xxxxxxx Xxxxx
----------------------------
Xxxxxxx Xxxxx, Director
