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EXHIBIT 10.18
[REGENT PACIFIC LETTERHEAD]
October 17, 2000
Xx. Xxxxxxx X. Xxxxxxx, Director
Xx. Xxxx X. XxXxxxx, Director
Xx. Xxxx X. Xxxxxx, Director
Auspex Systems, Inc.
0000 Xxxxx Xxxxxxxxx
Xxxxx Xxxxx, XX 00000
RE: FIRST AMENDMENT TO RETAINER AGREEMENT BETWEEN REGENT PACIFIC MANAGEMENT
CORPORATION AND AUSPEX SYSTEMS, INC.
This First Amendment to Retainer Agreement sets forth certain amendments to the
Retainer Agreement between Regent Pacific Management Corporation, a California
corporation ("Regent Pacific"), and Auspex Systems, Inc., a California
corporation, and its wholly-owned and controlled subsidiaries (collectively,
"Auspex") dated February 10, 2000, (the "Original Retainer Agreement"). Except
for the amendments expressly contained herein, the Original Retainer Agreement
shall remain in full force and effect.
1. The paragraph regarding "Fees" of the Original Retainer Agreement is hereby
amended in its entirety as follows:
"FEES: We have agreed to provide the work product included in this
agreement for a period of twenty-six (26) months, including twenty (20)
months of non-cancelable services. The fees for these services shall be
$75,000 per week payable in four (4) week increments, each to be paid in
advance of each Regent Pacific standard four-week billing period. It is
agreed and understood that the fees payable and the level of services
provided will remain at their current levels. It is further agreed and
understood that the payments of such cash fees are to be made
immediately preceding the start of each four-week billing period, and
that failure to pay such periodic payments when due shall constitute a
breach of this agreement by Auspex. It is further understood that Regent
Pacific's fees are to be paid in advance of the work to be performed,
and that the initial payment is to be paid on or before the start of the
engagement. It is further agreed that such cash payments are earned in
full upon receipt by Regent Pacific, by virtue of our accepting this
agreement and the responsibilities it entails, and are nonrefundable."
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Xx. Xxxxxxx X. Xxxxxxx, Director
Xx. Xxxx X. XxXxxxx, Director
Xx. Xxxx X. Xxxxxx, Director
October 17, 2000
Page 2
2. The paragraph regarding "Term of agreement" of the Original Retainer
Agreement is hereby amended in its entirety as follows:
"TERM OF AGREEMENT: The term of this agreement shall be for twenty-six
(26) months, including twenty (20) months of non-cancelable services,
unless earlier terminated in accordance with the terms of this
paragraph. Regent Pacific hereby commits the availability of its
resources to Auspex under this agreement for the full twenty-six (26)
month term of the engagement. Auspex may discharge Regent Pacific at any
time after the non-cancelable period provided that Auspex delivers a
60-day written notice of intent to cancel this agreement. Regent Pacific
may withdraw from this assignment at any time with Xxxxxx's consent or
for good cause without Auspex's consent. Good cause includes Auspex's
breach of this agreement (including Auspex's failure to pay any invoice
within five working days of presentation), or any fact or circumstance
that would render our continuing participation in the assignment
unethical or unlawful."
3. A new paragraph regarding "Stock Options" is hereby added to the Original
Retainer Agreement. It reads in its entirety as follows:
"STOCK OPTIONS: In addition to the cash fees payable to Regent Pacific
under the terms of this agreement, it is agreed that Auspex will grant
stock options to Xxxx X. Xxxxx and/or his designee from time to time,
initially as an inducement for employment and subsequently as an
incentive for agreeing to extend the term of this agreement. The initial
stock option grant to Xxxx X. Xxxxx, dated February 14, 2000, was for
two million four hundred thousand (2,400,000) shares of Auspex common
stock. As part of this amendment, Xxxxxx agrees that it will grant an
option for an additional seven hundred fifty thousand (750,000) shares
of Auspex common stock to Xxxx X. Xxxxx as of October 17, 2000 at the
market closing price as of that date. The terms of this option grant,
and of any subsequent option grants, shall be substantially similar to
the February 14, 2000 option grant, including but not limited to a)
vesting to commence immediately after the grant date, b) vesting to be
monthly over a period of one year, or the remaining term of the
Agreement, whichever is less, and c) the same "Change of Control" and
the same Termination Period provisions as in the February 14, 2000
option grant. Stock options in addition to those referenced in this
amendment may be granted to Xxxx X. Xxxxx and/or his designee from time
to time at the sole discretion of Auspex Board of Directors."
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Xx. Xxxxxxx X. Xxxxxxx, Director
Xx. Xxxx X. XxXxxxx, Director
Xx. Xxxx X. Xxxxxx, Director
October 17, 2000
Page 3
Very truly yours,
REGENT PACIFIC MANAGEMENT CORPORATION
By: /s/ XXXX X. XXXXX
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Xxxx X. Xxxxx
Chairman and Chief Executive Officer
THE FOREGOING IS HEREBY APPROVED AND AGREED TO:
Dated: October 17, 2000
AUSPEX SYSTEMS, INC.
(Signifies full agreement with all terms and conditions)
By: /s/ XXXXXXX X. XXXXXXX
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Xx. Xxxxxxx X. Xxxxxxx, Director
on Behalf of the Board of Directors
By: /s/ XXXX X. XxXXXXX
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Xx. Xxxx X. XxXxxxx, Director
on Behalf of the Board of Directors
By: /s/ XXXX X. XXXXXX
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Xx. Xxxx X. Xxxxxx, Director
on Behalf of the Board of Directors
