[LETTERHEAD OF CONSYGEN, INC.]
Exhibit .4.12
AGREEMENT
This is an agreement between Xxx X. Xxxxxxx and ConSyGen, Inc., relating to the
employment of Xxx Xxxxxxx to be the new President and Chief Executive Officer of
ConSyGen, Inc. The parties agree as follows:
1. The salary for this position for Xxx X. Xxxxxxx is One Hundred and
Twenty Thousand Dollars ($120,000) per year, payable in equal payments
on the 15th and 30th of each month.
2. Xxx Xxxxxxx is to receive a One Million (1,000,000) share stock option
of ConSyGen, Inc. stock based on the closing ConSyGen, Inc. stock
price on July 9, 1998 which will vest (when the ConSyGen, Inc. stock
price closes at five dollars ($5.00) or higher) for the amount of five
hundred thousand (500,000) shares of ConSyGen, Inc. stock, and the
remaining amount of five hundred thousand (500,000) shares of
ConSyGen, Inc., stock which will vest when the ConSyGen, Inc. stock
price closes at ten dollars ($10.00) per share or higher. Xxx Xxxxxxx
can exercise his right to purchase the vested stock anytime for 10
years from July 17, 1998. ConSyGen, Inc. and Xxx Xxxxxxx agree that
they will both negotiate in good faith future stock option incentives
for Xxx Xxxxxxx based on his performance as President and CEO of
ConSyGen, Inc.
3. The parties further agree that ConSyGen, Inc will pay the closing and
relocation (moving) costs for Xxx Xxxxxxx when he is able to sell his
Las Vegas home which presently contains all his furniture.
4. ConSyGen, Inc. will rent or lease in its name and will also pay in the
name of ConSyGen, Inc. the costs for the housing and utilities of Xxx
Xxxxxxx in a two bedroom condo, town house or apartment in the greater
Phoenix area to be at a reasonable cost for a furnished place to be
selected by Xxx Xxxxxxx.
5. ConSyGen, Inc. will provide Xxx Xxxxxxx with its executive corporate
medical insurance and benefits package if it is different than the
standard corporate medical insurance and benefits package available to
other ConSyGen, Inc. employees. Xxx Xxxxxxx will be given the standard
corporate medical insurance and benefits package if it is the only one
available.
6. ConSyGen, Inc. agrees to pay the round trip airfare costs and ground
transportation costs to permit Xxx Xxxxxxx to visit his home every
other weekend in Las Vegas until the sale of his home which he will
endeavor to do as soon as possible at a fair market price.
7. Xxx Xxxxxxx will be elected or appointed to be on the Board of
Directions of ConSyGen, Inc. as soon as possible after he arrives for
work at ConSyGen, Inc.
8. The spirit and intent of this agreement in the event of any possible
dispute is to be resolvedf by Xxxx Xxxxx.
9. Xxx Xxxxxxx will to begin his employment at ConSyGen, Inc. as
President and CEO on Friday July 17, 1998.
10. If the agreement needs to be approved by the ConSyGen, Inc. Board of
Directors, the ConSyGen, Inc. Board of Directors will approve it prior
to the arrival of Xxx Xxxxxxx at ConSyGen, Inc.
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Xxx Xxxxxxx Xxxxxx Xxxxxxx
Chairman of the
Board of Directors
of ConSyGen Inc.,
and also Acting
President and CEO
of ConSyGen, Inc.
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Date Date
2
