Exhibit 10.10
October 19, 1999
Xxxxxxx X. Xxxxx
VP, Finance and Administration
Chief Financial Officer
XxxxxxXxxxxx.xxx, Inc.
000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
RE: Noncompetition and Nonsolicitation Agreement
Dear Xxxxxxx:
Reference is made to that certain Noncompetition and Nonsolicitation Agreement
(the "Agreement") dated of even date herewith between and among
XxxxxxXxxxxx.xxx, Inc., as defined in the Agreement (the "Company") and you, the
execution of which is a condition for the grant to you on August 6, 1999 by the
Board of Directors of the Company of options to purchase seven hundred fifty
thousand (750,000) shares of the Company's common stock.
Notwithstanding anything in the Agreement to the contrary, including without
limitation the provisions of Paragraph 2 thereof, in the event that your
employment with the Company is terminated for any reason, the Company shall pay
you severance payments at your then current base salary rate, including all
benefits and perquisites then accorded to you, including without limitation,
laptop computer, cellular phone and other technological equipment, access to
email, health club membership, etc, for a period of six (6) months after the
effective date of such termination ("Severance"). Your Severance shall be
increased by one (1) month for each additional twelve (12) month period you are
employed by the Company in your current capacity, up to a maximum of twelve (12)
months severance, the calculation of such employment period commencing, for the
purposes of this calculation only, as of July 1, 1999, With respect to any such
health and welfare benefits, you acknowledge that if your employment with the
Company terminates, you may no longer be eligible to participate in the
Company's plans as an employee; however, if you elect to continue any such
coverage under COBRA (or the then prevailing statutory equivalent) or if you
elect to convert to an individual policy to the extent permitted by the
Company's life and/or disability insurance plans, then in either or any such
instance, the Company shall pay the cost of the COBRA premium and/or the cost of
continuing your life and disability insurance benefits on an individual basis
for the period of time you receive severance payments.
We acknowledge and agree that your Severance is related to your execution of the
Agreement. Accordingly, if you are terminated without cause, then in accordance
with said Paragraph 2, the one-year non-competition restriction shall only be
applicable for so long as the Company pays you Severance
The Company acknowledges and agrees that if your employment with the Company
terminates as a result of or in connection with a material change in ownership
of the Company, including without limitation, as a result of the sale or
transfer of all or substantially all of the stock or assets of the Company in a
single transaction or a series of related transactions, then such termination of
your employment shall be deemed to be without cause.
The foregoing terms were approved by the Board of Directors of the Company, at a
meeting dated October 14, 1999, as the minutes of such meeting so reflect.
SIGNATURES CONTINUED ON NEXT PAGE
XXXXXXXXXXX.XXX, INC.
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Chief Executive Officer and President,
hereunto duly authorized
Accepted and agreed:
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Date: October 19, 1999
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