EXHIBIT 10.12
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this "Agreement") dated as of _________, 2000,
between XXXXXXXXXX.XXX, INC. (the "Company"), a Delaware corporation, and XXXXX
XXXXXXXXX (the "Employee").
WHEREAS, the Company wishes to employ the Employee to render services for
the Company on the terms and conditions set forth in this Agreement, and the
Employee wishes to be retained and employed by the Company on such terms and
conditions.
NOW, THEREFORE, in consideration of the premises, the mutual agreements set
forth below and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties agree as follows:
1. Employment. The Company hereby employs the Employee, and the Employee
accepts such employment and agrees to perform services for the Company, for the
period and upon the other terms and conditions set forth in this Agreement.
2. Term. The term of the Employee's employment shall be for a term of three
years commencing on __________, 2000 and terminating on _________, 2002;
provided, however, that this Agreement may be terminated at an earlier date in
accordance with Section 9 of this Agreement.
3. Position and Duties.
(a) Service with Company. During the term of the Employee's employment, the
Employee agrees to perform such reasonable employment duties as set forth in
Exhibit A or the Chief Executive Officer of the Company shall assign to him from
time to time. The Employee also agrees to serve, for any period for which he is
elected, as an officer or director of the Company; provided, however, that the
Employee shall not be entitled to any additional compensation for serving as an
officer or director.
(b) Performance of Duties. The Employee agrees to serve the Company
faithfully and to the best of his ability and to devote his full time, attention
and efforts to the business and affairs of the Company during his employment by
the Company. The Employee hereby confirms that he is under no contractual
commitments inconsistent with his obligations set forth in this Agreement and
that during the term of this Agreement, he will not render or perform services
for any other corporation, firm, entity or person which are inconsistent with
the provisions of this Agreement, unless Employee obtains written prior approval
from the Board of Directors. While he remains employed by the Company, the
Employee may participate in reasonable charitable activities and personal
investment activities so long as such activities do not interfere with the
performance of his obligations under this Agreement.
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4. Compensation.
(a) Base Salary. As compensation in full for all services to be rendered by
the Employee under this Agreement, the Company shall pay to the Employee a base
salary as set forth in Exhibit A, less deductions and withholdings, which salary
shall be paid in accordance with the Company's normal payroll procedures and
policies. The compensation payable to the Employee during each year after the
first year of the Employee's employment shall be established according to the
Company's then current practices and policies regarding compensation increases
and performance reviews.
(b) Incentive Compensation. In addition to the base salary, the Employee
shall be eligible to participate in any bonus or incentive compensation plans
that may be established by the Board of Directors of the Company from time to
time applicable to the Employee, according to the terms of those plans.
(c) Participation in Benefit Plans. While he is employed by the Company,
the Employee shall also be eligible to participate in all employee benefit plans
or programs (including vacation time) of the Company to the extent that the
Employee meets the requirements for each individual plan. The Company provides
no assurance as to the adoption or continuance of any particular employee
benefit plan or program, and the Employee's participation in any such plan or
program shall be subject to the provisions, rules and regulations applicable
thereto.
(d) Expenses. The Company will pay or reimburse the Employee for all
reasonable and necessary out-of-pocket expenses incurred by him in the
performance of his duties under this Agreement, subject to the Company's normal
policies for expense verification and reimbursement.
(e) Issuance of Stock Option. Concurrently with the execution of this
Agreement, the Company is granting to the Employee an option to purchase up to
170,000 shares of the Company's common stock, pursuant to the Company's 1999
Stock Option Plan. Such option shall be subject to the vesting schedule and
terms and conditions set forth in the form of stock option agreement attached as
Exhibit B hereto. In the event the Company issues additional shares of common
stock in any equity financing of Xxxxxxxxxx.xxx (including any successor
enterprise), the Company will issue a number of option shares to Executive
sufficient to maintain the pro rata percentage of shares of the Company that he
received on the date of the last grant to Executive, provided Executive is
actively employed on the effective date of the equity financing. The term
"equity financing" shall not include the issuance of shares of common stock in
connection with (i) any stock option grant by the Company to any employee,
consultant, third party service provider; (ii) any distribution payable in, or
division or combination of, the Company's common stock; (iii) any conversion of
any debt obligation or exercise of any warrants, options or rights, outstanding
on the date of this Agreement, to acquire shares of common stock of the Company;
or (iv) any other event with substantially the same effect shall occur. .
5. Confidential Information. Except as permitted or directed by the
Company's Board of Directors, during the term of his employment or at any time
thereafter, the Employee
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shall not divulge, furnish or make accessible to anyone or use in any way (other
than in the ordinary course of the business of the Company) any confidential
information of the Company that the Employee has acquired or become acquainted
with or will acquire or become acquainted with prior to the termination of the
period of his employment (including employment by the Company or any affiliated
companies) whether developed by himself or by others, concerning any trade
secrets, confidential or secret designs, processes, formulae, plans, devices or
material (whether or not patented or patentable) directly or indirectly useful
in any aspect of the business of the Company, any customer or supplier lists of
the Company, any confidential or secret development or research work of the
Company, or any other confidential information or secret aspects of the business
of the Company. The Employee acknowledges that the above-described knowledge or
information constitutes a unique and valuable asset of the Company and
represents a substantial investment of time and expense by the Company, and that
any disclosure or other use of such knowledge or information other than for the
sole benefit of the Company would be wrongful and would cause irreparable harm
to the Company. Both during and after the term of his employment, the Employee
will refrain from any acts or omissions that would reduce the value of such
knowledge or information to the Company. The foregoing obligations of
confidentiality shall not apply to any knowledge or information that is now
published or which subsequently becomes generally publicly known in the form in
which it was obtained from the Company, other than as a direct or indirect
result of the breach of this Agreement by the Employee.
6. Ventures. If, during the term of his employment the Employee is engaged
in or associated with the planning or implementing of any project, program or
venture involving the Company and a third party or parties, all rights in such
project, program or venture shall belong to the Company. Except as approved by
the Company's Chief Executive Officer and subject to an expressed written
agreement, the Employee shall not be entitled to any interest in such project,
program or venture or to any commission, finder's fee or other compensation in
connection therewith other than the compensation to be paid to the Employee as
provided in this Agreement. The Employee shall not acquire any kind of interest,
direct or indirect, in any vendor or customer of the Company.
7. Noncompetition Covenant.
(a) Agreement Not to Compete. During the term of his employment with the
Company and for a period of two (2) years after the termination of such
employment (whether such termination is with or without cause, or whether such
termination is occasioned by the Employee or the Company), Employee shall not,
directly or indirectly, engage in competition with the Company in any manner or
capacity (e.g., as an advisor, principal, agent, partner, officer, director,
stockholder, employee, member of any association or otherwise) in any phase of
the business which the Company is conducting during the term of this Agreement,
including the design, development, manufacture, distribution, marketing, leasing
or selling of accessories, devices or systems related to the products or
services being sold by the Company or hire any current or former employee of the
Company.
(b) Geographic Extent of Covenant. The obligations of the Employee under
Section 7(a) shall apply to any geographic area in which the Company (i) has
engaged in business during the term of this Agreement through production,
promotional, sales or marketing activity, or
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otherwise, or (ii) has otherwise established its goodwill, business reputation
or any customer or supplier relations.
(c) Limitation of Covenant. Ownership by the Employee, as a passive
investment, of less than two percent of the outstanding shares of capital stock
of any corporation listed on a national securities exchange or publicly traded
on Nasdaq shall not constitute a breach of this Section 7.
(d) Indirect Competition. The Employee will not, directly or indirectly,
assist or encourage any other person in carrying out, directly or indirectly,
any activity that would be prohibited by the above provisions of this Section 7
if such activity were carried out by the Employee, either directly or
indirectly. In particular the Employee agrees that he will not, directly or
indirectly, induce any employee of the Company to carry out, directly or
indirectly, any such activity.
(e) Acknowledgment. The Employee agrees that the restrictions and
agreements contained in this Section 7 are reasonable and necessary to protect
the legitimate interests of the Company and that any violation of this Section 7
will cause substantial and irreparable harm to the Company that would not be
quantifiable and for which no adequate remedy would exist at law and that the
Company has all the rights provided in Section 10(b).
(f) Blue Pencil Doctrine. If the duration or geographical extent of, or
business activities covered by, this Section 7 are in excess of what is valid
and enforceable under applicable law, then such provision shall be construed to
cover only that duration, geographical extent or activities that are valid and
enforceable, but only within the jurisdiction under whose law this Section 7 is
not enforceable to the full extent of its terms. In all other jurisdictions,
this Section 7 will be enforceable to the full extent of its terms. The Employee
acknowledges the uncertainty of the law in this respect and expressly stipulates
that this Agreement be given the construction which renders its provisions valid
and enforceable to the maximum extent (not exceeding its express terms) possible
under applicable law.
8. Patent and Related Matters.
(a) Disclosure and Assignment. The Employee will promptly disclose in
writing to the Company complete information concerning each and every invention,
discovery, improvement, device, design, apparatus, practice, process, method or
product, whether patentable or not, made, developed, perfected, devised,
conceived or first reduced to practice by the Employee, either solely or in
collaboration with others, during the term of this Agreement, or within six
months thereafter, whether or not during regular working hours, whether or not
using the employer's equipment, supplies, facilities, or trade secret
information, which results from any work the Employee performed for the Company,
or which relates at the time of conception or reduction to practice either
directly or indirectly to the Company's business, products, practices or
techniques, or to the Company's actual or demonstrably anticipated research or
development ("Developments"). The Employee, to the extent that he has the legal
right to do so, hereby acknowledges that any and all of the Developments are the
property of the Company and hereby assigns and agrees to assign to the Company
any and all of the Employee's right, title and interest in and to any and all of
the Developments. At the request of the Company, the
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Employee will confer with the Company and its representatives for the purpose of
disclosing all Developments to the Company as the Company shall reasonably
request during the period ending one year after termination of the Employee's
employment with the Company.
(b) Future Developments. As to any future Developments made by the Employee
that relate to the business, products or practices of the Company and that are
first conceived or reduced to practice during the term of this Agreement, or
within six months thereafter, but which are claimed for any reason to belong to
an entity or person other than the Company, the Employee will promptly disclose
the same in writing to the Company and shall not disclose the same to others if
the Company, within 20 days thereafter, shall claim ownership of such
Developments under the terms of this Agreement. If the Company makes no such
claim, the Employee hereby acknowledges that the Company has made no promise to
receive and hold in confidence any such information disclosed by the Employee.
(c) Limitation on Sections 8(a) and 8(b). In accordance with California
Labor Code Section 2872, the provisions of Section 8(a) and 8(b) shall not apply
to any Employee work product that qualifies fully under the provisions of
California Labor Code Section 2870, that is, Employee work product meeting the
following conditions:
(i) such work product was developed entirely on the Employee's own
time; AND
(ii) such work product was made without the use of any Company
equipment, supplies, facility or trade secret information; PROVIDED that
(iii) such work product does not relate (A) directly to the business
of the Company or (B) to the Company's actual or demonstrably anticipated
research or development; or
(iv) such work product does not result from any work performed by the
Employee for the Company.
(d) Assistance of the Employee. Upon request and without further
compensation therefor, but at no expense to the Employee, the Employee will do
all lawful acts, including but not limited to, the execution of papers and
lawful oaths and the giving of testimony, that in the opinion of the Company,
may be necessary or desirable in obtaining, sustaining, reissuing, extending and
enforcing United States and foreign copyrights and Letters Patent, including but
not limited to, design patents, on the Developments, and for perfecting,
affirming and recording the Company's complete ownership and title thereto, and
to cooperate otherwise in all proceedings and matters relating thereto.
(e) Records. The Employee will keep complete, accurate and authentic
accounts, notes, data and records of the Developments in the manner and form
requested by the Company. Such accounts, notes, data and records shall be the
property of the Company, and, upon its request, the Employee will promptly
surrender same to it or, if not previously surrendered upon its request or
otherwise, the Employee will surrender the same, and all copies thereof, to the
Company upon the conclusion of his employment.
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(f) Obligations, Restrictions and Limitations. The Employee understands
that the Company may enter into agreements or arrangements with agencies of the
United States Government, and that the Company may be subject to laws and
regulations which impose obligations, restrictions and limitations on it with
respect to inventions and patents which may be acquired by it or which may be
conceived or developed by employees, consultants or other agents rendering
services to it. The Employee shall be bound by all such obligations,
restrictions and limitations applicable to any such invention conceived or
developed by him while he is employed by the Company and shall take any and all
further action which may be required to discharge such obligations and to comply
with such restrictions and limitations.
(g) Copyrightable Material. All right, title and interest in all
copyrightable material that the Employee shall conceive or originate, either
individually or jointly with others, and which arise out of the performance of
this Agreement, will be the property of the Company and are by this Agreement
assigned to the Company along with ownership of any and all copyrights in the
copyrightable material. Upon request and without further compensation therefor,
but at no expense to the Employee, the Employee shall execute all papers and
perform all other acts necessary to assist the Company to obtain and register
copyrights on such materials in any and all countries. Where applicable, works
of authorship created by the Employee for the Company in performing his
responsibilities under this Agreement shall be considered "works made for hire,"
as defined in the U.S. Copyright Act.
(h) Know-How and Trade Secrets. All know-how and trade secret information
conceived or originated by the Employee that arises out of the performance of
his obligations or responsibilities under this Agreement or any related material
or information shall be the property of the Company, and all rights therein are
by this Agreement assigned to the Company.
9. Termination of Employment.
(a) Grounds for Termination. The Employee's employment shall terminate
prior to the expiration of the initial term set forth in Section 2 or any
extension thereof in the event that at any time:
(i) The Employee dies,
(ii) The Employee becomes "disabled," so that he cannot perform the
essential functions of his position with or without reasonable
accommodation,
(iii) The Board of Directors of the Company elects to terminate this
Agreement for "cause" and notifies the Employee in writing of such
election,
(iv) The Board of Directors of the Company elects to terminate this
Agreement without "cause" and notifies the Employee in writing of such
election, or
(v) The Employee elects to terminate this Agreement voluntarily and
notifies the Company in writing of such election.
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If this Agreement is terminated pursuant to clause (i), (ii) or (iii) of
this Section 9(a), such termination shall be effective immediately. If this
Agreement is terminated pursuant to clause (iv) or (v) of this Section 9(a),
such termination shall be effective 30 days after delivery of the notice of
termination.
(b) "Cause" Defined. "Cause" means:
(i) The Company reasonably believes that the Employee has breached the
provisions of Section 5, 7 or 8 of this Agreement in any material respect,
(ii) The Company reasonably believes that the Employee has engaged in
willful and material misconduct, including willful and material failure to
perform the Employee's duties as an officer or employee of the Company and
has failed to cure such default within 30 days after receipt of written
notice of default from the Company,
(iii) The Company reasonably believes that the Employee has committed
fraud, misappropriation or embezzlement in connection with the Company's
business, or
(iv) The Employee has been arrested, convicted or has pleaded nolo
contendere to criminal misconduct (except for parking violations and
occasional minor traffic violations), or
In the event that the Company terminates the Employee's employment for "cause"
pursuant to clause (i), (ii) or (iii) of this Section 9(b) and the Employee
objects in writing to the Board's determination that there was proper "cause"
for such termination within 20 days after the Employee is notified of such
termination, the matter shall be resolved by arbitration in accordance with the
provisions of Section 10(a). If the Employee fails to object to any such
determination of "cause" in writing within such 20-day period, he shall be
deemed to have waived his right to object to that determination. If such
arbitration determines that there was not proper "cause" for termination, such
termination shall be deemed to be a termination pursuant to clause (iv) of
Section 9(a) and the Employee's sole remedy shall be to receive the wage
continuation benefits contemplated by Section 9(f).
(c) Effect of Termination. Notwithstanding any termination of this
Agreement, the Employee, in consideration of his employment hereunder to the
date of such termination, shall remain bound by the provisions of this Agreement
which specifically relate to periods, activities or obligations upon or
subsequent to the termination of the Employee's employment.
(d) "Disabled" Defined. "Disabled" means any mental or physical condition
that renders the Employee unable to perform the essential functions of his
position, with reasonable accommodation (which shall not impose an undue burden
on the Company), for a period in excess of six (6) months.
(e) Surrender of Records and Property. Upon termination of his employment
with the Company, the Employee shall deliver promptly to the Company all
records, manuals, books,
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blank forms, documents, letters, memoranda, notes, notebooks, reports, computer
equipment, computer disks, computer software, computer programs (including
source code, object code, on-line files, documentation, testing materials and
plans and reports), designs, drawings, formulae, data, tables, calculations or
copies thereof that are the property of the Company, or that relate in any way
to the business, products, practices or techniques of the Company, and all other
property, trade secrets and confidential information of the Company, including,
but not limited to, all documents and all tangible, written, graphical, machine
readable and other materials (including all copies) that in whole or in part
contain any trade secrets or confidential information of the Company, which in
any of these cases are in his possession or under his control.
(f) Salary Continuation. If the Employee's employment by the Company is
terminated by the Company pursuant to clause (ii) or (iv) of Section 9(a), the
Company shall continue to pay to the Employee his base salary (less any payments
received by the Employee from any disability income insurance policy provided to
him by the Company) and shall continue to provide health insurance benefits for
the Employee through the earlier of (a) the date that the Employee has obtained
other full-time employment, or (b) one (1) month from the date of termination of
employment. If this Agreement is terminated pursuant to clauses (i), (iii) or
(v) of Section 9(a), the Employee's right to base salary and benefits shall
immediately terminate, except as may otherwise be required by applicable law.
If the Employee's employment by the Company terminates within six months of
the end of any fiscal year of the Company, the Employee shall also be entitled
to receive a pro rata portion (based on the number of days of employment during
that fiscal year) of any bonus payment that would have been payable to him for
that fiscal year pursuant to Section 4(b) if the Employee had been in the employ
of the Company for the full fiscal year. No bonus will be payable to the
Employee with respect to any fiscal year in which the Employee was employed by
the Company for less than six months or with respect to any fiscal year after
the fiscal year in which the Employee's employment terminated.
10. Settlement of Disputes.
(a) Arbitration. Except as provided in Section 10(b), any claims or
disputes of any nature between the Company and the Employee arising from or
related to the performance, breach, termination, expiration, application or
meaning of this Agreement or any matter relating to the Employee's employment or
the termination of that employment by the Company shall be resolved exclusively
by arbitration in Santa Xxxxx County, California, in accordance with the
applicable rules of the American Arbitration Association. In the event of
submission of any dispute to arbitration, each party shall, not later than 30
days prior to the date set for hearing, provide to the other party and to the
arbitrator(s) a copy of all exhibits upon which the party intends to rely at the
hearing and a list of all persons each party intends to call at the hearing. The
fees of the arbitrator(s) and other costs incurred by the Employee and the
Company in connection with such arbitration shall be paid to the prevailing in
such arbitration.
The decision of the arbitrator(s) shall be final and binding upon both
parties. Judgment of the award rendered by the arbitrator(s) may be entered in
any court of competent jurisdiction.
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(b) Resolution of Certain Claims--Injunctive Relief. Section 10(a) shall
have no application to claims by the Company asserting a violation of Section 5,
7, 8 or 9(e) or seeking to enforce, by injunction or otherwise, the terms of
Section 5, 7, 8 or 9(e). Such claims may be maintained by the Company in a
lawsuit subject to the terms of Section 10(c). The Employee acknowledges that it
would be difficult to fully compensate the Company for damages resulting from
any breach by him of the provisions of this Agreement. Accordingly, the Employee
agrees that, in addition to, but not to the exclusion of any other available
remedy, the Company shall have the right to enforce the provisions of Sections
5, 7, 8 and 9(e) by applying for and obtaining temporary and permanent
restraining orders or injunctions from a court of competent jurisdiction without
the necessity of filing a bond therefor, and without the necessity of proving
actual damages, and the Company shall be entitled to recover from the Employee
its reasonable attorneys' fees and costs in enforcing the provisions of Sections
5, 7, 8 and 9(e).
(c) Venue. Any action at law, suit in equity or judicial proceeding arising
directly, indirectly, or otherwise in connection with, out of, related to or
from this Agreement, or any provision hereof, shall be litigated only in the
courts of Santa Xxxxx County, California. The Employee and the Company consent
to the jurisdiction of such courts over the subject matter set forth in Section
10(b). The Employee waives any right the Employee may have to transfer or change
the venue of any litigation brought against the Employee by the Company.
11. Miscellaneous.
(a) Entire Agreement. This Agreement (including the exhibits, schedules and
other documents referred to herein) contains the entire understanding between
the parties hereto with respect to the subject matter hereof and supersedes any
prior understandings, agreements or representations, written or oral, relating
to the subject matter hereof.
(b) Counterparts. This Agreement may be executed in separate counterparts,
each of which will be an original and all of which taken together shall
constitute one and the same agreement, and any party hereto may execute this
Agreement by signing any such counterpart.
(c) Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be effective and valid under applicable
law but if any provision of this Agreement is held to be invalid, illegal or
unenforceable under any applicable law or rule, the validity, legality and
enforceability of the other provision of this Agreement will not be affected or
impaired thereby. In furtherance and not in limitation of the foregoing, should
the duration or geographical extent of, or business activities covered by, any
provision of this Agreement be in excess of that which is valid and enforceable
under applicable law, then such provision shall be construed to cover only that
duration, extent or activities which may validly and enforceably be covered. The
Employee acknowledges the uncertainty of the law in this respect and expressly
stipulates that this Agreement be given the construction which renders its
provisions valid and enforceable to the maximum extent (not exceeding its
express terms) possible under applicable law.
(d) Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs, personal
representatives and, to the extent permitted by subsection (e), successors and
assigns.
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(e) Assignability. Neither this Agreement nor any right, remedy, obligation
or liability arising hereunder or by reason hereof shall be assignable
(including by operation of law) by either party without the prior written
consent of the other party to this Agreement, except that the Company may,
without the consent of the Employee, assign its rights and obligations under
this Agreement to any corporation, firm or other business entity with or into
which the Company may merge or consolidate, or to which the Company may sell or
transfer all or substantially all of its assets, or of which 50% or more of the
equity investment and of the voting control is owned, directly or indirectly,
by, or is under common ownership with, the Company. After any such assignment by
the Company, the Company shall be discharged from all further liability
hereunder and such assignee shall thereafter be deemed to be the Company for the
purposes of all provisions of this Agreement including this Section 11.
(f) Modification, Amendment, Waiver or Termination. No provision of this
Agreement may be modified, amended, waived or terminated except by an instrument
in writing signed by the parties to this Agreement. No course of dealing between
the parties will modify, amend, waive or terminate any provision of this
Agreement or any rights or obligations of any party under or by reason of this
Agreement. No delay on the part of the Company in exercising any right hereunder
shall operate as a waiver of such right. No waiver, express or implied, by the
Company of any right or any breach by the Employee shall constitute a waiver of
any other right or breach by the Employee.
(g) Notices. All notices, consents, requests, instructions, approvals or
other communications provided for herein shall be in writing and delivered by
personal delivery, overnight courier, mail, electronic facsimile or e-mail
addressed to the receiving party at the address set forth herein. All such
communications shall be effective when received.
XXXXXXXXXX.XXX, INC.
00 Xxxxxxxx, Xxxxx X
Xxxx, Xxxxxx 00000
Fax: -----------------------------
E-mail: --------------------------
EMPLOYEE:
Xxxxx Xxxxxxxxx
-----------------------------------
-----------------------------------
Fax: ------------------------------
E-mail: ---------------------------
Any party may change the address set forth above by notice to each other party
given as provided herein.
(h) Headings. The headings and any table of contents contained in this
Agreement are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.
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(i) Governing Law. ALL MATTERS RELATING TO THE INTERPRETATION,
CONSTRUCTION, VALIDITY AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY
CHOICE OF LAW PROVISIONS THEREOF.
(j) Third-Party Benefit. Nothing in this Agreement, express or implied, is
intended to confer upon any other person any rights, remedies, obligations or
liabilities of any nature whatsoever.
(k) Withholding Taxes. The Company may withhold from any benefits payable
under this Agreement all federal, state, city or other taxes as shall be
required pursuant to any law or governmental regulation or ruling.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth in the first paragraph.
XXXXXXXXXX.XXX, INC.
By /s/ Xxxx XxXxxxx
-------------------------------------
Its Chief Executive Officer
------------------------------------
Unsigned
----------------------------------------
Xxxxx Xxxxxxxxx
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Exhibit A to Employment Agreement
Name of Employee: Xxxxx Xxxxxxxxx
Term of Agreement: 36 Months
Title of position (if any): Chief Technical Officer
Base salary:
$140,000 per year
Stock Options:*
Number of Shares Exercise Price Vesting Date Expiry Date
------------------------------- ---------------------------- ---------------------------- ----------------------------
100,000 $6.75 per share September 1, 2000 September 1, 2003
35,000 $6.75 per share September 1, 2001 September 1, 2004
35,000 $6.75 per share September 1, 2002 September 1, 2005
EMPLOYER EMPLOYEE
XXXXXXXXXX.XXX, INC.
By /s/ Xxxx XxXxxxx Unsigned
------------------------------ -----------------------------------
Its Chief Executive Officer
----------------------------- -----------------------------------
Xxxxx Xxxxxxxxx
Date ------------------------------- Date -------------------------------
*All options will be granted pursuant to a definitive stock option agreement in
the form attached as Exhibit B.
Exhibit B
(Stock Option Agreement)
