Exhibit 4.2
CONSULTING SERVICES AGREEMENT
CONSULTING SERVICES AGREEMENT (this "Agreement") is entered into as of July 23,
2004 by and between Dtomi, Inc., a Nevada corporation (the "Company"), and
Cambridge Securities Group, Inc., a Washington corporation (the "Consultant").
RECITALS
A. The Company desires to be assured of the association and services of
Consultant and to avail itself of Consultant's experience, skills, abilities,
knowledge and background and is therefore willing to engage Consultant upon the
terms and conditions set forth herein; and
B. Consultant agrees to be engaged and retained by the Company upon the
terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the covenants,
agreements and obligations set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby covenant and agree as follows:
1. Consulting Services. Consultant shall provide bona fide services to the
Company, as provided in this Section (the "Consulting Services"). The Consulting
Services shall be:
(a) Intellectual property planning,
(b) Introductions to prospective customers for the Company's products or
services, and
(c) Participation and attendance at meetings with the Company's Board of
Directors, management, customers, and strategic partners, as requested by the
Company.
2. Term. The term of this Agreement shall commence as of the date hereof
and shall be effective a period of one year (the "Term"). This agreement may be
extended under the same terms by mutual agreement between Consultant and the
Company.
3. Direction, Control and Coordination. Consultant shall perform the
Consulting Services under the sole direction and with the approval of the
Company's Board of Directors or an officer of the Company to whom such direction
is delegated by resolution of the Board of Directors.
4. Dedication of Resources. Consultant shall devote such time, attention
and energy as is necessary to perform and discharge the duties and
responsibilities under this Agreement in an efficient, trustworthy and
professional manner.
5. Standard of Performance. Consultant shall use its best reasonable
efforts to perform its consulting services as an advisor to the Company in an
efficient, trustworthy and professional manner. Consultant shall perform its
consulting services to the sole satisfaction of, and in conjunction and
cooperation with, the Company.
6. Compensation. The Company shall pay to Consultant a total of 2,500,000
shares of common stock of the Company (the "Common Stock") in exchange for the
Consulting Services. The Company shall issue certificates representing the
Common Stock only to the natural person(s) employed by, or otherwise working
for, the Consultant who provides the Consulting Services.
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7. Registration of the Common Stock. Commencing on the date hereof, the
Company shall use its best efforts to promptly register the Common Stock
pursuant to the Securities Act of 1933, as amended, on Securities and Exchange
Commission ("SEC") Form S-8. Consultant hereby covenants that if he or she is or
becomes a director, officer, holder of ten percent (10%) of the equity and/or
voting securities of the Company, or is, or becomes an "affiliate" of the
Company (for the purposes of this Agreement, "affiliate" shall mean an affiliate
of, or person affiliated with, a specified person that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with, the person specified), he or she will not offer to sell or
resell the Common Shares registered on Form S-8, except pursuant to the
provisions of SEC Rule 144, pursuant to a reoffer prospectus in compliance with
Form S-8 or pursuant to such other registration statement acceptable to the
Company in its sole discretion.
8. Knowledge of Investment and its Risks. Consultant has knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of Consultant's investment in the Common Stock. Consultant
understands that an investment in the Company represents a high degree of risk
and there is no assurance that the Company's business or operations will be
successful. Consultant has considered carefully the risks attendant to an
investment in the Company, and that, as a consequence of such risks, Consultant
could lose Consultant's entire investment in the Company. 9. Investment Intent.
Consultant hereby represents and warrants that (i) it is acquiring the Common
Stock for investment for the Consultant's own account, not as a nominee or agent
and not with a view to the resale or distribution of all or any part of the
Common Stock, and Consultant has no present intention of selling, granting any
participation in or otherwise distributing any of the Common Stock within the
meaning of the Securities Act of 1933, as amended (the "Securities Act") and
(ii) Consultant does not have any contracts, understandings, agreements or
arrangements with any person and/or entity to sell, transfer or grant
participations to such person and/or entity, with respect to any of the Common
Stock.
10. Accredited Investor. The Consultant is an "Accredited Investor," as
that term is defined by Rule 501 of Regulation D promulgated under the
Securities Act.
11. Disclosure. Consultant has reviewed information provided by the
Company in connection with the decision to purchase the Stock, including
Consultant's publicly-available filings with the SEC. The Company has provided
Consultant with all the information that Consultant has requested in connection
with the decision to purchase the Common Stock. Consultant further represents
that Consultant has had an opportunity to ask questions and receive answers from
the Company regarding the business, properties, prospects and financial
condition of the Company. All such questions have been answered to the full
satisfaction of Consultant.
12. No Registration. Consultant understands that it must bear the economic
risk of its investment in the Company for an indefinite period of time.
Consultant further understands that (i) neither the offering nor the sale of the
Common Stock has been registered under the Securities Act or any applicable
state securities laws or securities laws of other applicable jurisdictions in
reliance upon exemptions from the registration requirements of such laws, (ii)
the Common Stock must be held by Consultant indefinitely unless the sale or
transfer thereof is subsequently registered under the Securities Act and any
applicable state securities laws, or an exemption from such registration
requirements is available, (iii) Section 7 notwithstanding, the Company is not
hereby under an obligation to register any of the Common Stock on Consultant's
behalf or to assist Consultant in complying with any exemption from
registration, and (iv) Consultant will rely upon the representations and
warranties made by the Company in this Agreement in order to establish such
exemptions from the registration requirements of the Securities Act and
applicable state securities laws or securities laws of other applicable
jurisdictions.
13. Transfer Restrictions. Consultant will not transfer any of the Common
Stock unless such transfer is exempt from registration under the Securities Act
and applicable state securities laws or securities laws of other applicable
jurisdictions, and, if requested by the Company, Consultant has furnished an
opinion of counsel satisfactory to the Company that such transfer is so exempt.
Consultant understands and agrees that (i) the certificate or certificates
evidencing the Common Stock will bear appropriate legends indicating such
transfer restrictions placed upon the Common Stock, (ii) the Company shall have
no obligation to honor transfers of any of the Common Stock in violation of such
transfer restrictions, and (iii) the Company shall be entitled to instruct any
transfer agent or agents for the securities of the Company to refuse to honor
such transfers.
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14. Legends. Consultant understands that certificates or other evidence of
the Common Stock may bear a legend substantially similar to the following:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES OR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT THAT IS THEN APPLICABLE
TO THE SHARES, AS TO WHICH THE PRIOR OPINION OF COUNSEL MAY BE REQUIRED BY THE
ISSUER OR ISSUER'S TRANSFER AGENT.
15. Additional Covenants. Consultant covenants that it shall not engage in
any activities which are in connection with the offer or sale of securities of
the Company in a capital-raising transaction or directly or indirectly promote
or maintain a market for the Company's securities.
16. Confidential Information. Consultant recognizes and acknowledges that
by reason of performance of Consultant's services and duties to the Company
(both during the Term and before or after it) Consultant has had and will
continue to have access to confidential information of the Company and its
affiliates, including, without limitation, information and knowledge pertaining
to products and services offered, inventions, innovations, designs, ideas,
plans, trade secrets, proprietary information, advertising, distribution and
sales methods and systems, and relationships between the Company and its
affiliates and customers, clients, suppliers and others who have business
dealings with the Company and its affiliates ("Confidential Information").
Consultant acknowledges that such Confidential Information is a valuable and
unique asset and covenants that it will not, either during or for three (3)
years after the term of this Agreement, disclose any such Confidential
Information to any person for any reason whatsoever or use such Confidential
Information (except as its duties hereunder may require) without the prior
written authorization of the Company, unless such information is in the public
domain through no fault of the Consultant or except as may be required by law.
Upon the Company's request, the Consultant will return all tangible materials
containing Confidential Information to the Company.
17. Relationship. This agreement does not create, and shall not be
construed to create, any joint venture or partnership between the parties, and
may not be construed as an employment agreement. No officer, employee, agent,
servant, or independent contractor of Consultant nor its affiliates shall at any
time be deemed to be an employee, agent, servant, or broker of the Company for
any purpose whatsoever solely as a result of this Agreement, and Consultant
shall have no right or authority to assume or create any obligation or
liability, express or implied, on the Company's behalf, or to bind the Company
in any manner or thing whatsoever.
18. Notices. Any notice required or desired to be given under this
Agreement shall be in writing and shall be deemed given when personally
delivered, sent by an overnight courier service, or sent by certified or
registered mail to the following addresses, or such other address as to which
one party may have notified the other in such manner:
If to the Company: 000 Xxxx Xxxxxx Xxxx
Xxxxx X000
Xxxxxxxxxx, XX 00000
If to the Consultant: Cambridge Securities Group, Inc.
0000 XX Xxxxxxxxxx
Xxxx Xxxxxxx, XX 00000
19. Applicable Law. The validity, interpretation and performance of this
Agreement shall be controlled by and construed under the laws of the State of
Washington.
20. Severability. The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any other
provisions of this Agreement.
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21. Waiver of Breach. The waiver by either party of a breach of any
provision of this Agreement by the other shall not operate or be construed as a
waiver of any subsequent breach by such party. No waiver shall be valid unless
in writing and signed by an authorized officer of the Company or Consultant.
22. Assigns and Assignment. This Agreement shall extend to, inure to the
benefit of and be binding upon the parties hereto and their respective permitted
successors and assigns; provided, however, that this Agreement may not be
assigned or transferred, in whole or in part, by the Consultant except with the
prior written consent of the Company.
23. Entire Agreement. This Agreement contains the entire understanding of
the parties with respect to its subject matter. It may not be changed orally but
only by an agreement in writing signed by the party against whom enforcement of
any waiver, change, modification, extension, or discharge is sought.
24. Counterparts. This Agreement may be executed by facsimile and in
counterparts each of which shall constitute an original document, and both of
which together shall constitute the same document.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
The Company: DTOMI, INC.
By: ____________________
Name: Xxxx Xxxxxxx
Title: Chief Executive Officer
The Consultant: CAMBRIDGE SECURITIES GROUP, INC.
By: ______________________
Name: Xxxxx Xxxxxx
Title: President
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EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is by and between Dtomi, Inc.
("Company") and Xxxxxx X. Xxxxxxxxxxx ("Employee") and is effective as of this
16th day of February, 2004 (the "Effective Date").
RECITALS
A. Company is a Nevada Company, having its principal place of business in Safety
Harbor, Florida, engaged in the business of designing, manufacturing, and
licensing transportation technology.
B. Both Company and Employee desire that Employee be hired on a full-time basis
as Vice President, Sales and Marketing for Company.
IN CONSIDERATION of the promises and of the mutual covenants contained herein,
and for other good and valuable consideration, receipt of which is hereby
acknowledged, the parties to this Agreement hereby agree as follows:
AGREEMENT
1. Employment. Company hereby engages Employee to serve as Vice President, Sales
and Marketing and Employee hereby accepts such position upon the terms and
conditions set forth in this Agreement.
2. Term.
2.1. Start Date. Employee's employment under this Agreement commences on the
Effective Date.
2.2. Employment At-Will. Employee and Company understand and expressly agree
that this Agreement and Employee's employment may be terminated by Employee or
by Company at any time, with or without notice and with or without cause.
Employee and Company agree that this provision in intended by Employee and
Company to be the complete and final expression of their understanding regarding
the terms and conditions under which Employee's employment may be terminated.
Employee and Company further understand and agree that no representation
contrary to this provision is valid, and that this provision may not be
augmented, contradicted or modified in any way, except by a writing signed by
Employee and Company's President.
3. Duties. Employee is employed to serve as Vice President, Sales and Marketing
and shall perform such duties as are consistent with that position, and such
other duties as Company's Board of Directors and President, or his designee, may
assign from time to time. Employee acknowledges that, without limiting the
foregoing, he is employed for the express purpose of generating revenue from the
sale or license of Company's key asset, the Air-Spring Axle(TM). Employee
further acknowledges that he reports to the President who will be Employee's
supervisor, and that Employee performs his various duties under the direction
and approval of the President. As part of Employee's duties, Employee
acknowledges and understands that: (a) Employee will devote his utmost knowledge
and best skill to the performance of his duties; (b) Employee shall devote his
full business energy and time to the rendition of such services, subject to
absences for customary vacations and for temporary illness; (c) Employee will
not engage in any other gainful occupation which requires his personal attention
without notice to Company's President, with the exception that Employee may
personally trade in stock, bonds, securities, commodities or real estate
investments on his own account; and (d) Employee may not, directly or
indirectly, engage or participate in any business pursuit, whether as an
employee or an Company or otherwise, that is in any manner in competition with
Company or its business.
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4. Confidential information. Except as may be required by the lawful order of a
court or agency of competent jurisdiction, the Employee agrees to keep secret
and confidential indefinitely all non-public information concerning the Company
and its affiliates that was acquired by or disclosed to the Employee during the
course of his employment by the Company or any of its affiliates, including
information relating to customers (including, without limitation, credit
history, repayment history, financial information and financial statements),
cost, and operations, financial data and plans, whether past, current or planned
and not to disclose the same, either directly or indirectly, to any other
person, firm or business entity or to use it in any way; provided, however, that
the provisions of this paragraph 3 shall not apply to information that is in the
public domain or that was disclosed to the Employee by independent third parties
who were not bound by an obligation of confidentiality. The Employee further
agrees that he shall not make any statement or disclosure that (a) would be
prohibited by applicable federal or state laws or (b) is intended to be
detrimental to the Company or any of its subsidiaries or affiliates.
4.1 Inventions, Discoveries and Improvements. Any and all inventions,
discoveries and improvements, whether protectible or unprotectible by Patent,
trademark, copyright or trade secret, made, devised, or discovered by Employee,
whether by Employee alone or jointly with others, from the Effective Date until
the date of termination of employment, relating or pertaining in any way to
Employee's employment with the Company, shall be promptly disclosed in writing
to the Board, and become and remain the sole and exclusive property of the
Company. Employee agrees to execute any assignments to the Company, or its
nominee, of the Company's entire right, title, and interest in and to any such
inventions, discoveries and improvements and to execute any other instruments
and documents requisite or desirable in applying for and obtaining Patents,
trademarks or copyrights at the cost of the Company, with respect thereto in the
United States and in all foreign countries, that may be requested by the
Company. Employee further agrees, whether or not then in the employment of the
Company, to cooperate to the fullest extent and in the manner that may be
reasonably requested by the Company in the prosecution and/or defense of any
suits involving claims of infringement and/or misappropriation of proprietary
rights relevant to Patents, trademarks, copyrights, trade secrets, processes,
and/or discoveries involving the Company's products; it being understood that
all reasonable costs and expenses thereof shall be paid by the Company. The
Company shall have the sole right to determine the treatment of disclosures
received from Employee, including the right to keep the same as a trade secret,
to use and disclose the same without a prior Patent Application, to file and
prosecute United States and foreign Patent Applications thereon, or to follow
any other procedure which the Company may deem appropriate. .
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4.2 Confidential Information and Trade Secrets. Employee hereby acknowledges
that all trade, engineering, production, and technical data, information or
"know-how" including, but not limited to, customer lists, sales and marketing
techniques, vendor names, purchasing information, processes, methods,
investigations, ideas, equipment, tools, programs, costs, product profitability,
plans, specifications, Patent Application(s), drawings, blueprints, sketches,
layouts, formulas, inventions, processes and data, whether or not reduced to
writing, used in the development and manufacture of the Company's products
and/or the performance of services, or in research or development, are the
exclusive secret and confidential property of the Company, and shall be at all
times, whether after the Effective Date or after the date of termination of
employment, be kept strictly confidential and secret by Employee.
4.3 Non-Disclosure. Employee represents and agrees that during the term of this
Agreement, and after the date of termination of employment, he will not report,
publish, disclose, use, or transfer (collectively referred to as
"Dissemination") to any person(s) or entity(ies) any property or information
belonging to the Company without first having obtained the prior express written
consent of the Company to do so; it being understood, however, that information
which was publicly known, or which is in the public domain, or which is
generally known, or the dissemination of which is required by the lawful order
of a court or agency of competent jurisdiction, shall not be subject to this
restriction nor shall any information which Employee is required to disclose by
law.
5. Covenant Not to Compete. For a period of two (2) years subsequent to the
termination of this Agreement pursuant to Section 2.2 herein, Employee will not
solicit or assist any other person to solicit any business (other than for the
Company) from any present or past customer of the Company; or request or advise
any present or future customer of the Company to withdraw, curtail or cancel its
business dealings with the Company; or commit any other act or assist others to
commit any other act which might injure the business of the Company.
6. Personnel Policies and Procedures. Company may establish from time to time
personnel policies and procedures to be followed by its employees. Employee
agrees to comply with the policies and procedures of the Company. To the extent
any provisions in Company's personnel policies and procedures differ with the
terms of this Agreement, the terms of this Agreement shall apply. Company and
Employee agree and acknowledge that the establishment of personnel policies and
procedures shall not alter the at-will nature of the employment relationship
between Company and Employee.
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7. Compensation.
7.1 Grant of Stock as Signing Bonus. Company shall grant Employee, pursuant to
the Company's Stock Option Plan, as a signing bonus, Twenty Thousand (20,000)
shares of the common stock of the Company (the "Signing Bonus Shares").
7.2 Base Salary. For the services rendered by Employee to Company during the
Term, Company shall receive an annual base salary of Ninety Thousand Dollars
($90,000)(the "Base Salary"), payable in equal bi-monthly installments in
accordance with the Company's payroll practices in effect from time-to-time. The
Company may increase the Base Salary from time-to-time, if and to the extent
such an increase is determined to be appropriate by the Company's board of
directors.
7.3 Bonus Compensation Plan. Employee shall be entitled to receive a bonus and
Company agrees to implement a Bonus Compensation Plan for Employee within sixty
(60) days of the Effective Date, upon such terms and conditions that are
mutually acceptable to Company and Employee. Company and Employee agree that
each will negotiate the terms of the Commission Based Bonus Compensation Plan in
good faith, and will reduce such agreement to a writing, signed by the Parties,
which shall form Exhibit A hereto. Company and Employee agree that the targeted
Bonus shall be Twenty Thousand Dollars ($20,000).
7.4 Grant of Stock Options. Employee shall be eligible to participate in
Company's Stock Option Plan (the "Plan"), which the Company shall register with
the S.E.C. Company shall grant Employee, pursuant to the terms of the Plan (1)
an option to purchase One Hundred Fifty Thousand (150,000) shares of common
stock of the Company at a strike price of $0.18 per share ("Options"), such
Options to vest on February 23, 2005, if and only if Employee is employed by
Company on that date; and (2) an option to purchase One Hundred Fifty Thousand
(150,000) shares of common stock of the Company at a strike price of $0.18 per
share, such Options to vest on February 23, 2006, if and only if Employee is
employed by Company on that date.
7.5 Expenses. It is contemplated that in connection with Employee's employment,
Employee may be required to incur reasonable business, entertainment, and travel
expenses in the performance of his duties under this Agreement. Company agrees
to reimburse Employee for such reasonable and necessary business, entertainment,
and travel expenses incurred by Employee in connection with the performance of
Employee's duties; provided, that Employee submits to Company an expense report
with respect to such expenses in accordance with Company's corporate policies
within sixty (60) days after incurring such expenses, and such expenses are in
accordance with the Company's corporate policies.
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8. Fringe Benefits.
8.1 Vacation. Employee shall be entitled to take fifteen (15) days vacation (per
year of employment) per year. 8.2 Sick Leave. Employee shall be entitled to five
(5) days sick leave per year of employment.
8.3 Health Insurance Allowance. Company shall pay Employee a health insurance
allowance ("Health Insurance Allowance") of One Thousand One Hundred Fifty
Dollars ($1,150) per month, payable on a bi-monthly basis, at the same time and
in the same manner as Company pays Employee's Base Salary.
9. Termination.
9.1 At-Will Employment. Employee and Company understand and expressly agree that
this Agreement and Employee's employment may be terminated by either Employee or
by Company at any time, with or without notice and with or without cause.
9.2 Return of Company's Property. Upon the termination of his employment, or
whenever requested by Company, Employee shall immediately deliver to Company all
property in his possession or under his control belonging to Company, including
without limitation all confidential or proprietary information.
10. Warranties. Employee represents and warrants that he has taken no
proprietary, trade secret or confidential information from any prior Company,
and will not knowingly disclose such information to Company, or improperly use
any such information of which he had knowledge on behalf of any prior Company.
Employee further warrants to Company that he is not bound by any
non-competition, non-solicitation or non-disclosure agreement that would
preclude, limit or in any manner affect his employment with Company, and that by
entering into this Agreement with Company his is not violating the terms or
conditions of any such agreement or any other agreement from any previous
employment or association.
11. Successors and Assigns. The rights and obligations of Company under this
Agreement shall enure to the benefit of and shall be binding upon the successors
and assigns of Company. Employee shall not be entitled to assign any of his
rights or obligations under this Agreement.
12. Amendments. No amendment or modification of the terms or conditions of this
Agreement, including without limitation the provisions of paragraphs 2.2 and 9.1
regarding "at-will" employment, shall be valid unless in writing and signed by
Employee and by Company's President. Accordingly, Company and Employee agree
that no representation contrary to the terms of this Agreement is valid and that
this Agreement may not be augmented, contradicted or modified in any way, except
by a writing signed by Employee and Company's President.
13. Separate Terms/Severability. Each term, condition, covenant or provision of
this Agreement shall be viewed as separate and distinct, and in the event that
any such term, covenant or provision shall be held by a court of competent
jurisdiction to be invalid, unenforceable or void, the remaining provisions
shall continue in full force and effect.
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14. Waiver. A waiver by either party of a breach of provision or provisions of
this Agreement shall not constitute a general waiver, or prejudice the other
party's right otherwise to demand strict compliance with that provision or any
other provisions in this Agreement.
15. Entire Agreement. Employee acknowledges receipt of this Agreement and the
Exhibits hereto, and agrees that this Agreement and the Exhibits hereto
represents the entire Agreement with Company concerning his employment, and
supersedes any previous oral or written communications, representations,
understandings or Agreements with Company or any agent thereof.
16. Governing Law. This Agreement shall be governed in accordance with the laws
of the State of Florida without reference to its conflicts of laws rules or
principles. Each of the parties consents to the exclusive jurisdiction of the
state courts of the State of Florida in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent permitted by law,
any objection, including any objection based on forum non coveniens, to the
bringing of any such proceeding in such jurisdictions.
17. Arbitration. The Company and the Employee shall submit to mandatory binding
arbitration in any controversy or claim arising out of, or relating to, this
Agreement or any breach hereof. Such arbitration shall be conducted in
accordance with the commercial arbitration rules of the American Arbitration
Association in effect at that time, and judgment upon the determination or award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof. The arbitrator is hereby authorized to award to the prevailing party
the costs (including reasonable attorneys' fees and expenses) of any such
arbitration.
18. Survival of Provisions. The provisions contained in paragraphs 4, 5, 9.2,
16, and 17 of this Agreement shall survive the termination of this Agreement.
19. Notice. All notices and other communications under this Agreement shall be
in writing and shall be delivered personally or mailed by registered or
certified mail, return receipt requested, and shall be deemed given when so
delivered or mailed, to a party at his or its address as follows (or at such
other address as a party may designate by notice given hereunder):
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If to Employee: Xxxxxx X. Xxxxxxxxxxx
0000 Xxxxxxxx Xx.
Xxxxxxxxx, XX 00000
If to the Corporation: Dtomi, Inc.
000 0xx Xxxxxx Xxxxx
Xxxxxx Xxxxxx, Xxxxxxx 00000
With a copy to: Xxxxx X. Xxxx
The Xxxx Law Group, PLLC
000 Xxxxxx Xxx., Xxxxx 0000
Xxxxxxx, XX 00000
IN WITNESS HEREOF, the parties have executed this Agreement as of the date set
forth above.
DTOMI, INC.
---------------------
By: Xxxx X. Xxxxxxx
Its: CEO
EMPLOYEE
--------------------
Xxxxxx X. Xxxxxxxxxxx
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[Dtomi letterhead]
September 13, 2004
Xxxxxx X. Xxxxxxxxxxx
0000 Xxxxxxxx Xx.
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Dear Xx. Xxxxxxxxxxx:
This letter agreement memorializes our agreement as to amending that
certain Employment Agreement (the "Agreement") dated February 16, 2004, by and
between Dtomi, Inc., a Nevada corporation (the "Company"), and you. In
consideration for you agreeing to not terminate the Agreement and continuing
being an employee of the Company for a term of six months from the date hereof,
the Company shall issue you 200,000 shares of common stock (the "Shares") of the
Company. The Shares shall be registered on Securities and Exchange Commission
Form S-8, and the Company shall deliver to you a certificate representing the
Shares not later than October 1, 2004. All other terms and conditions of the
Agreement shall remain effective.
If you agree with the foregoing, please sign below and return a copy of
this letter to me by facsimile today and the original by overnight delivery.
Very truly yours,
Xxxx X. Xxxxxxx
Chief Executive Officer
AGREED AND ACCEPTED:
By: _________________________________
Xxxxxx X. Xxxxxxxxxxx
Dated: _______________
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