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Exhibit 10.11
STOCK OPTION TERMINATION AND STOCK REPURCHASE AGREEMENT
This Stock Option Termination Agreement, dated July 15, 1999, is made
between Real Media, Inc., a Delaware corporation (the "Company"), and Xxxxx
Xxxxxx (the "Stockholder").
Background
The Company and Stockholder desire to make additional shares of the
Company's Common Stock available for the grant of options by the Company to its
employees, consultants and non-employee directors. The Stockholder is willing to
(a) rescind and terminate Stockholder's options to purchase from the Company an
aggregate of 20,000 shares of the Company's Common Stock (the "Option Shares"),
and (b) sell to the Company 40,000 shares of the Company's Common Stock (the
"Shares") at par, provided that such option shares and repurchased shares of
Common Stock are used by the company for the grant of options to employees of
the Company.
Terms
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Option Termination. The Option Agreement for the Option Shares
is hereby terminated and shall not entitle the Employee to purchase shares of
the Company's Common Stock. As of the date of this Agreement, all of the terms
and conditions set forth in such Option Agreement shall have no legal force and
effect whatsoever.
2. Repurchase of Shares. Stockholder hereby sells, transfers and
assigns to the Company, and the Company hereby purchases from Stockholder, the
Shares for the purchase price of $.001 per share.
3. Shares Available for Options. The Option Shares and the Shares
shall be reserved for issuance to employees, consultants and non-employee
directors pursuant to options, warrants, stock awards or other similar rights to
be granted by the Company.
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4. Entire Agreement. This Agreement constitutes the entire
understanding and agreement between the parties and supercedes all prior
understandings and agreements between the parties with respect to the subject
matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day first above written.
STOCKHOLDER:
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
REAL MEDIA, INC.
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: CFO
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