EXHIBIT 10.20
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EXECUTIVE EMPLOYMENT AGREEMENT
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THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into
as of September 1, 1999, between McGlen Micro Inc., a California corporation
(the "Company") and and XXXXXX XXXXXXX XXXXX, an individual ("Executive"), with
reference to the following.
RECITALS
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A. The Company is in the business of selling computer components and
accessories via Internet.
B. Executive is experienced in the marketing, sales and strategic
planning and development of start-up and emerging growth companies in the
e-commerce and computer industry.
C. The Company desires to employ Executive as the Chief Marketing
Officer and Executive desires to accept such employment subject to the terms and
conditions set forth in this Agreement.
AGREEMENT
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NOW THEREFORE, in consideration of the foregoing premises, the
provisions set forth below, and other good and valuable consideration, the
parties agree as follows.
1. Employment. The Company hereby employs Executive as the Company's
Chief Marketing Officer ("CMO"), and Executive hereby accepts such employment,
for the term and subject to the provisions set forth below. Pursuant to the
Agreement and Plan of Merger dated April 28, 1999, Adrenalin Interactive, Inc.,
a publicly held Delaware company ("ADRN") shall acquire the Company in a stock
swap merger transaction (the "Merger"). The Company and its Principal
Shareholders agree to cause ADRN to assume this Agreement upon completion of the
Merger, and all stock options granted or vested shall continue in accordance
with Section 6 of this Agreement.
2. Term. Unless sooner terminated as set forth below, this Agreement
shall remain in force until December 31, 2002. The actual period of time that
Executive remains in the employ of the Company pursuant to this Agreement is
referred to herein as the "Employment Period."
3. Duties. Executive shall be employed as the Chief Marketing Officer
of the Company and shall hold such other offices or positions with the Company
as may requested by the Company from time to time. Executive shall devote his
full time and efforts to the performance of Executive's duties hereunder and
work exclusively for the Company unless otherwise requested by the Company.
Executive shall use his best efforts to manage the Company's marketing and sales
business and affairs for the maximum benefit of the Company. In addition to the
normal duties associated with the position of CMO of companies of similar size,
Executive shall have the duties of preparing and planning marketing strategy,
increasing sales volume and the following specific duties, which he shall at all
times faithfully, honestly, industriously and to the best of his ability
perform.
(a) Traditional Duties.
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(i) Direct assistance and oversight of all aspects of
the Company's marketing and sales practices and requirements, including
inventory control, customer orders, customer service, internal control,
invoicing, purchasing and borrowing compliance and reporting requirements. The
duties shall include supervising sales and marketing staff, taking a hands-on
approach to ensure that work in each of the aforementioned areas is performed
efficiently and at a high standard and focusing on identifying and implementing
internal sales and marketing control policies and procedures to ensure that
customer sales and vendor purchases are recorded timely, accurately and in
compliance with authorized contract terms.
(ii) Assist in the preparation and continued update
and maintenance of a strategic business plan for the Company, which incorporates
sales and marketing strategies, budgets, financial forecasts, marketing plans
into the business plan.
(iii) Make professional recommendations concerning
operating, sales, marketing, and financial performance targets.
(iv) Maintain primary relationships with vendors, and
customers.
(v) Maintain familiarity with all of the Company's
sales, marketing, and financial compliance requirements, as may be revised from
time to time.
(vi) Act as the spokesman for the Company on sales,
marketing, and advertising issues. Effectively present the historical results,
current status and future financial outlook to the Company's shareholders, the
investment community, industry participants and other key customers and vendors.
(v) Oversee the Company's sales, marketing, and
purchasing staff. Direct the preparation of supporting information to expedite
the timing and minimize the cost of the purchasing.
(vi) Meet regularly with the executive management and
the Board of Directors. Communicate clearly and effectively on all sales and
marketing matters concerning the Company.
(b) Additional Duties.
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The Company and Executive acknowledge that the
Company currently has a limited number of customers and limited number of
suppliers. The duties of Executive to internally organize the sales and
marketing staff may not require Executive's full time, every day. Executive
shall therefore also assist the Company as operations officer. As such,
Executive will be expected to play a large role in the day to day operation of
the Company, and assist in the following areas.
(i) Assist in the management, supervision, training
and review of the Company's marketing and sales personnel.
(ii) Assist the Company's President or CEO in the
preparation and periodic review and update of the Company procedures and
policies.
(iii) Assist the Company's President or CEO with
shareholder relations matters.
(iv) Deal with suppliers and customers of the
Company, as needed.
(v) Assist the Company in the capital raising and
securities registration process and interact with accountants and attorneys as
may be requested by the Company from time to time.
(vi) Follow the instructions and orders given by
Executive's superiors, including, without limitation, the Board of Directors,
President, Executive Vice-President, Chief Executive Officer and Chief Operating
Officer.
4. Compensation.
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(a) Base Salary. The Company shall pay Executive a annual base
salary of $155,000 (the "Base Salary") during the Employment Period.
(b) Vacation. Executive shall be entitled to three weeks paid
vacation per year in addition to all holidays as set forth in the Company's
policy. Executive shall not be entitled to accrue vacation or cause the Company
to repurchase unused vacation days.
(c) Medical Insurance. The Company shall provide Executive and
Executive's spouse and children with medical insurance consistent with the
insurance benefits provided to other executives of the Company. At the Company's
election, the Company may reimburse Executive for the cost of such insurance
obtained by Executive.
(d) Expenses. Executive shall be entitled to reasonable
reimbursement during the Employment Period for travel and other out-of-pocket
expenses incurred in the performance of his duties hereunder, upon submission
and approval of written statements and bills in accordance with the Company's
policy as may be set forth from time to time.
5. Performance-Based Bonus. As additional compensation, Executive may
receive an annual bonus (the "Bonus") as may be determined by the Board of
Directors from time to time for each fiscal year based on the Executive's
performance.
6. Stock Option Plan. In accordance with the Company's 1999 Stock
Option Plan (the "Plan") and the specific authorization of the Board of
Directors, the Company hereby grants Executive, subject to all of the terms of
the Plan and this Agreement, an option to purchase up to 1,010,000 shares of the
Company's common stock (the "Option"). In the case of any conflict between the
Plan and this Agreement, this Agreement shall control. The Option shall vest in
increments as follows:
a. The option to purchase 100,000 shares of the
Company's common stock shall vest on the effective closing date of the Merger,
if any, exercisable at $1.00 per share.
b. The option to purchase 50,000 shares of the
Company's common stock shall vest on the 180th day after the effective closing
date of the Merger, if any, at an exercise price of $1.00 per share.
c. The option to purchase 50,000 shares of the
Company's common stock shall vest on the first anniversary date of the effective
closing date of the Merger, if any, at an exercise price of $1.00 per share.
d. The option to purchase 270,000 shares ("A
Options") of the Company's common stock shall vest on December 31, 2000, whereby
100,000 shares of the A Options shall be exercisable at $1.00 per share. The
remaining 170,000 shares of the A Options shall be exercisable at the Fair Value
(as defined below) on or before December 31, 2000.
e. The option to purchase 270,000 shares ("B
Options") of the Company's common stock shall vest on December 31, 2001, whereby
100,000 shares of the B Options shall be exercisable at $1.00. The remaining
170,000 shares of the B Options shall be exercisable at the Fair Value (as
defined below) on or before December 31, 2001.
f. The option to purchase 270,000 shares ("C
Options") of the Company's common stock shall vest on December 31, 2002, whereby
100,000 shares of the C Options shall be exercisable at $1.00. The remaining
170,000 shares of the C Options shall be exercisable at the Fair Value (as
defined below) on or before December 31, 2002.
(a) Fair Value. For purposes of this Agreement, the fair value
of a share of Common Stock of the Company is as follows: If market quotations
are readily available, a share shall be valued at the average of the closing bid
prices of the Common Stock reported on the Composite Tape for securities listed
on the Nasdaq Exchange in The Wall Street Journal for the previous 120 trading
days that the Common Stock is fully listed on the Nasdaq Exchange from the date
on which Executive exercises the vested options; provided, however, that if
before the end of such 120-day period (i) any person shall have acquired, or
publicly disclosed an intention or proposal to acquire (whether by tender offer,
exchange offer, or otherwise), beneficial ownership of securities of the Company
that would result in such person being thirty-three percent or more beneficial
owner, (ii) any person shall have proposed, or publicly announced an intention
to propose, a merger, consolidation or similar transaction involving the Company
or any of its subsidiaries (other than mergers, reorganizations, consolidations,
or dissolutions involving existing subsidiaries of the Company, (iii) the
Company shall have publicly disclosed, or publicly announced an intention to
propose, the disposition, by sale, lease, exchange or otherwise, of
substantially all assets of the Company, the 120-day period shall be deemed to
have ended prior to the date of the public announcement of any such acquisition,
disclosure, proposal or the making of such determination. The 120-Day Period
shall mean the period of 120 days, or shorter period used to determine the
120-day average price.
7. Termination. The Employment Period shall be immediately and
automatically terminated upon Executive's death. The Employment Period shall
also terminate under the following conditions.
(a) Termination for Cause. Notwithstanding anything in this
Agreement to the contrary, the Company may terminate Executive's employment
hereunder at any time if Executive:
(i) Is convicted of, or pleads guilty or nolo
contendere to (i) any felony, or (ii) any misdemeanor involving moral turpitude;
(ii) Commits fraud or dishonesty with respect to the
business or affairs of the Company and embezzles or misappropriates any of the
Company's funds or assets;
(iii) Is in material breach of this Agreement,
including, without limitation, his insubordination to the Company, the Board of
Directors or senior executive officers or interferes with the operations of the
business of the Company or its affiliates;
(iv) Fails or refuses to perform Executive's
reasonable and customary duties and the duties set forth hereunder for a period
of 48 hours after written notice describing the duty or duties which Executive
has failed or refused to perform is given to Executive by the Company;
(v) In the reasonable opinion of a licensed physician
or psychiatrist retained by the Company, is substantially unable by reason of
drug (including alcohol) abuse or addiction, to reasonably and effectively carry
out Executive's duties hereunder for any period of time in excess of Executive's
accrued vacation time and sick leave during such calendar year, if any;
(vi) Is in violation of any provisions of this
Agreement; provided, however, that if such violation can be cured in a manner
that will restore the Company to the position it would have enjoyed in the
absence of the violation, Executive shall have a period of 3 days after written
notice describing the violation is given to Executive by the Company to
completely cure such violation and, if completely cured, this Agreement shall
not be subject to termination for such violation;
(vii) Directly causes the material default of the
Company in performing its obligations under contracts with other persons or
business entities intentionally and without authorization, provided the Company
shall give Executive 30 days written notice prior to termination; or
(viii) Is grossly negligent with respect other
discharge of Executive's duties hereunder.
Executive agrees to timely submit to reasonable and necessary
medical, physical and psychiatric examination from time to time during the
Employment Period to enable the Company to determine if Executive is incompetent
or subject to any mental or physical illness or incapacity or to drug abuse or
addiction, as contemplated above by paragraphs 7(iv).
(b) By Permanent Disability. The Term of Employment shall
terminate, without liability except as provided in this Section 7b, upon the
"Permanent Disability" of Executive. "Permanent Disability" shall mean, with
respect to Executive, (i) the suffering of any mental or physical illness,
disability or incapacity to the extent that Executive shall be unable to perform
his duties or (ii) the absence of Executive from his employment by reason of any
mental or physical illness, disability or incapacity for a period of three
months during any six-month period; provided, however, in either case, that such
illness, disability or incapacity shall be determined to be of a permanent
nature by a licensed physician selected by the Board of Directors. The
termination date in the event of a clause (i) of the immediately preceding
sentence, shall be the date of determination by the physician, and in the case
of clause (ii) of the immediately preceding sentence, the last day of such
three-month period. In the case of Permanent Disability, the Company shall
promptly pay to Executive (or his representative) the sum of (A) the unpaid Base
Salary to which he is entitled pursuant to Section 4(a) through the termination
date and (B) the lump sum amount of any unpaid portion of the Bonuses, if any,
to be paid pursuant to Section 5, and all benefits under Executive's Disability
Insurance Plan.
(c) By The Company Without Cause. The Term may be terminated
by the Company without "Cause" and for any reason whatsoever, without advance
notice, provided that the Company pays to Executive at the time of termination
an amount equal to the sum of nine (9) months Base Salary as severance payment.
(d) By Executive. The Term may be terminated by the Executive
if Executive is forced to perform majority of his duties outside of the southern
California geographic location. Upon such termination, Executive shall not be
entitled to any severance pay or any Company stock options not yet vested as of
the termination date..
8. Affirmative Covenants. Executive promises and covenants to the
Company as follows.
(a) Confidentiality; Trade Secrets. Executive acknowledges
that his position with the Company is one of the highest trust and confidence
both by reason of his position and by reason of his access to and contact with
the trade secrets and confidential and proprietary business information of the
Company. Executive agrees that during the Employment Period and thereafter:
(i) Executive shall use his best efforts and exercise
utmost diligence to protect and safeguard the trade secrets and confidential and
proprietary information of the Company, including, its data, encryptions, source
codes, record, compilations of information, processes, programs know-how,
improvements, discoveries, marketing plans, strategies, forecasts, unpublished
financial statements, budgets, projections, licenses, prices, costs, files,
documents, drawings, memoranda, notes, customer lists, supplier lists, marketing
strategies, pricing lists, policies or other documents, whether maintained
electronically or in any other manner, relating to the business of the Company
or its contractors; (all such information is hereinafter called the "Proprietary
Information") other than information known to him before, learned from third
parties not associated with the Company or in the public domain;
(ii) Executive shall not disclose any of such
Proprietary Information, except as may be required in the ordinary course of
performing his duties to the Company or any affiliated companies;
(iii) Executive shall not use the trade secrets and
confidential and proprietary information of Executive's previous or present
employers to carry out his duties and responsibilities under this Agreement or
bring on to the Company's premises or any other property owned by the Company
any proprietary information of any other entity, in violation of any prior or
present employment, or noncompetition or confidentiality agreement.
(b) Non-Solicitation of Employees. Executive covenants and
agrees that, it shall not, directly or indirectly, solicit or induce, or attempt
to solicit or induce, any employee or consultant of the Company to leave the
employ of the Company for any reason whatsoever or hire any employee or
consultant of the Company for a period of five years from the date of this
Agreement.
(c) Non-Competition. Executive agrees that at all times during
the Term and for the period of nine months (9) months after the termination of
this Agreement:
(i) Executive shall not serve in any capacity,
directly or indirectly, with or for, any company or entity in direct competition
with the Company business models or whose primary business focus is selling
computers or computer-related products via the Internet;
(ii) Executive shall not interfere with, disrupt or
attempt to disrupt the relationship, contractual or otherwise, between the
Company and any contractor or employee of the Company;
(iii) Executive shall not directly or indirectly: (A)
employ, intend to employ or otherwise solicit for employment any of the
Company's executive officers, department managers at the Company for any
business or venture that is in direct competition with the Company, including
and without limitation, any business or enterprises which Executive may be a
consultant or recruiter; or (B) contact, communicate with, inquire or otherwise
solicit any executive officers, director, shareholder, department managers at
the Company of the Company to invest in or to purchase, or to offer or subscribe
to purchase, any security or general or equity interest in any venture that is
competitive with or similar to the business of the Company. As used in this
section the terms "employ" and "employment" are used in the broadcast sense to
encompass all associations, including without limitation, that of employee,
agent, independent contractor, owner, officer, director, shareholder, partner,
associate, representative and consultant; and
(iv) If the scope of any restrictions contained in
paragraph (i) and (ii) of this Section is too broad to permit enforcement of
such restrictions of their full extent, then such restrictions shall be enforced
to the maximum extent permitted by law, and Executive hereby consents and agrees
that such scope may be judicially modified accordingly in any proceeding brought
to enforce such restrictions.
(d) Remedies for Breach of Affirmative Covenants of Executive.
(i) Subject to the limitations provided by applicable
law, the covenants set forth in this Section 9 shall continue to be binding upon
Executive in accordance with their terms, notwithstanding the termination of his
employment with Company for any reason whatsoever. Such covenants shall be
deemed and construed as separate agreements independent of any other provisions
of this Agreement and any other agreement between the Company and Executive. The
existence of any claim or cause of action by Executive against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by the Company of any or all of such covenants in
accordance with their terms; and
(ii) The parties hereby agree that any breach or
threatened breach of Section 9 of this Agreement will cause substantial and
irreparable damage to the other in an amount and of a character difficult to
ascertain. Accordingly, for their mutual benefit and to prevent any such breach
or threatened breach, and in addition to any other relief to which a party may
otherwise be entitled, the non-breaching party shall be entitled to immediate
temporary, preliminary and permanent injunctive relief through appropriate legal
proceedings, without proof that actual damages have been incurred or may be
incurred by such a party with respect to such breach or threatened breach. The
parties expressly agree that the party seeking this relief shall not be required
to post any bond or other security as a condition to obtaining any injunctive
relief pursuant to this Section and each of the parties expressly waive any
rights to the contrary.
(e) Litigation. Executive agrees that during the Term and
thereafter as reasonably requested by the Company, Executive shall do all
things, including the giving of evidence in suits and other proceedings, which
the Company shall deem reasonably necessary or proper to obtain, maintain,
defend or assert rights accruing to the Company during the Term and in
connection with which Executive has knowledge, information and expertise.
(f) Future Cooperation. The parties hereto agree to cooperate
with each other without additional compensation from and after the date hereof,
to supply any information and to execute documents reasonably required for the
purpose of giving effect to this Agreement, or in connection with the
consummation of any actions contemplated hereby.
9. Representations and Warranties of Executive. Executive represents
and warrants to the Company that: (i) Executive is under no contractual or other
restriction or obligation that is inconsistent with the execution of this
Agreement, the performance of Executive's duties hereunder or any of the rights
of the Company hereunder; and (ii) Executive is under no physical or mental
disability that would impair the performance of Executive's duties under this
Agreement; and (iii) Executive has reviewed this Agreement with Executive's
legal counsel; and (iv) Executive has the education, ability, skillset,
experience and all other qualifications necessary to fulfill his duties under
this Agreement and as represented to the Company by Executive; and (v) all
information on Executive's resume as provided to the Company is true and correct
as of the date hereof; and (vi) Executive has discontinued, terminated and no
longer operates, owns or controls any other business or entity.
10. Notices. All notices, requests, demands or other communication
(collectively, "Notice") given to any party pursuant to this Agreement shall not
be effective unless given in writing and addressed to the parties at their
respective addresses as set forth below.
If to the Company: McGlen Micro Inc. / Adrenalin Interactive, Inc.
0000 Xxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
If to Executive: Xxxxxx X. Xxxxx
0000 Xxxxxxx Xxxxxx
Xx Xxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Notice shall be deemed duly given when delivered personally or by telegram,
telex or courier, or, if mailed, 48 hours after deposit in the United States
mail, certified mail, postage pre-paid. The addresses of the parties for the
purpose of providing Notice pursuant to this paragraph may be changed from time
to time by Notice to the other party duly given in the foregoing manner.
11. Governing Law; Disputes. This Agreement will be interpreted in
accordance with California law, including all matters of construction, validity,
performance and enforcement, without giving effect to any principles of conflict
of laws. Any dispute or proceeding concerning this Agreement will be resolved by
binding arbitration to be held in Orange County, California. Any party may
demand arbitration through written notice sent by certified mail to the other
(an "Arbitration Demand"). Within fifteen (15) days after the date that the
Arbitration Demand is first mailed, each of the parties will confer to select a
mutually acceptable arbitrator from the Judicial Arbitration and Mediation
Service ("JAMS"). If the arbitrator so selected is unavailable, the parties will
confer to select another arbitrator. If the parties cannot mutually agree to the
selection of an arbitrator, or if one party refuses to participate in the
selection process, JAMS will appoint an arbitrator. The arbitrator will be
governed by the provisions of this Agreement rather than the rules of JAMS.
If JAMS is unable or unwilling to select an arbitrator, the Presiding
Judge of the Orange County Superior Court will select an arbitrator upon the
request of either party, and such selection will be binding on the parties. The
arbitrator so selected will schedule the arbitration hearing within sixty (60)
days after he or she is first selected. The parties will be permitted written
discovery and one deposition each. The arbitrator will have authority to enter a
binding judgment even if the parties do not appear at the arbitration and may
also grant any remedy or relief that the arbitrator reasonably believes to be
just or appropriate, provided that such remedy or relief is within the scope of
this Agreement.
All fees and expenses of the arbitration will be paid equally by the
parties participating in the arbitration. At the conclusion of the arbitration,
the arbitrator will award the prevailing party reasonable costs and Attorneys'
Fees, including all arbitration costs. If the arbitration award is made, the
prevailing party may convert the award into a judgment and execute upon that
judgment.
12. Attorneys' Fees. If any arbitration, litigation, action, suit or
other proceedings is instituted to remedy, prevent or obtain relief from a
breach of this Agreement, in relation to a breach of this Agreement or
pertaining to a declaration of rights under this Agreement, the prevailing party
will recover all such party's attorneys' fees incurred in each and every such
action, suit or other proceeding, including any and all appeals or petitioner
therefrom. As used in this Agreement, Attorneys' Fees will be deemed to be the
full and actual costs of any legal services actually performed in connection
with the matters involved, including those related to any appeal or the
enforcement of any judgment, calculated on the basis of the usual fee charged by
attorneys performing such services, and will not be limited to "reasonable
attorneys' fees" as defined in any statute or rule of court.
13. Amendments/Waivers. This Agreement may be amended, supplemented,
modified or rescinded only through an express written instrument signed by all
the parties or their respective successors and assigns. Either party may
specifically and expressly waive in writing any portion of this Agreement or any
breach hereof, but no such waiver shall constitute a further or continuing
waiver of any preceding or succeeding breach of the same or any other provision.
The consent by one party to any action for which such consent was required shall
not be deemed to imply consent or waiver of the necessity of obtaining such
consent for the same or similar acts in the future.
14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
15. Severability. Each provision of this Agreement is intended to be
severable and if any term or provision herein is determined invalid or
unenforceable for any reason, such illegality or invalidity shall not affect the
validity of the remainder of this Agreement and, wherever possible, intent shall
be given to the invalid or unenforceable provision.
16. Entire Agreement. This Agreement contains the entire and complete
understanding between the parties concerning its subject matter and all
representations, agreements, arrangements and understandings between or among
the parties, whether oral or written, have been fully merged herein and are
superseded hereby.
17. Remedies. All rights, remedies, undertakings, obligations,
options, covenants, conditions and agreements contained in this Agreement shall
be cumulative and no one of them shall be exclusive of any other.
18. Assignment. Neither this Agreement, nor any interest herein, shall
be assignable by Executive (voluntarily, involuntarily, by judicial process or
otherwise) to any person or entity without the prior written consent of the
Company. Any attempt to assign this Agreement without such consent shall be void
and, at the option of the Company, shall be an incurable breach of this
Agreement resulting in the termination of this Agreement.
19. Successors. Subject to the foregoing paragraph, this Agreement
shall be binding upon and inure to the benefit of the parties and their
respective heirs, legatees, legal representatives, successors and permitted
assigns.
20. Interpretation. The language in all parts of this Agreement shall
be in all cases construed simply according to its fair meaning and not strictly
for or against any party. Whenever the context requires, all words used in the
singular will be construed to have been used in the plural, and vice versa, and
each gender will include any other gender. The captions of the paragraphs of
this Agreement are for convenience only and shall not affect the construction or
interpretation of any of the provisions herein.
21. Benefit of Agreement. This Agreement is for the sole and exclusive
benefit of the signators hereto and nothing in this Agreement shall be construed
to give any person or entity other than the parties hereto any legal or
equitable right, claim or remedy.
22. Limitation on Actions. Any claim, dispute, controversy or action
for breach relative to this Agreement must be brought and legal process or
arbitration, as the case may be, initiated within one year after the cause of
action for such claim first accrued or the breach first occurred, whichever is
sooner.
23. Miscellaneous. The recitals and all exhibits, attachments or other
documents referenced in this Agreement are fully incorporated into this
Agreement by reference. Unless expressly set forth otherwise herein, all
references herein to a "day," "month," or "year" shall be deemed to be a
reference to a calendar day, month or year, as the case may be. All
cross-references herein shall refer to provisions within this Agreement, and
shall not be deemed to be references to the overall transaction or to any other
agreement or document.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
"EXECUTIVE"
By: Xxxxxx Xxxxxxx Xxxxx
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XXXXXX XXXXXXX XXXXX, an individual
"THE COMPANY"
MCGLEN MICRO INC.,
a California corporation
By:/s/Xxxxxx Xxx
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Xxxxxx Xxx,
Chief Executive Officer
