EXHIBIT 10.17
ESPS, Inc.
Employment Agreement Amendment
To Xxxxx Xxxx:
In accordance with the terms of your employment agreement executed December
28, 2000, (the "Agreement"), ESPS, Inc. (the "Company") has determined its offer
with respect to acceleration of unvested option grants upon a Change of Control.
Following are the terms of the offer:
In the event of a Change of Control, options will become vested as follows:
1. If the Change of Control occurs within your first twelve months
of employment, 75% of options granted to you will immediately
vest upon approval of the Change of Control in accordance with
the Company's bylaws.
2. If the Change of Control occurs after your first twelve months of
employment but before eighteen months from your hire date, 87.5%
of options granted to you will immediately vest upon approval of
the Change of Control in accordance with the Company's bylaws.
3. If the Change of Control occurs after eighteen months of
employment, 100% of options granted to you will immediately vest
upon approval of the Change of Control in accordance with the
Company's bylaws.
Approval of the Change of Control shall have been deemed to have occurred
upon the date the stockholders of the Company (or the Board of Directors, if
stockholder action is not required) approve the Change of Control. In addition,
in the event your employment is terminated within 12 months of a Change of
Control, the Company has agreed to extend the severance period, as defined in
the "Severance" section of your Agreement, from six months to twelve months.
Please note that this modification does not in any way increase the amounts due
you from the Company as defined in your Agreement, in the event you are
terminated with Cause as defined in your Agreement.
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Change of Control A Change of Control for this purpose means the
occurrence of any one or more of the following
events: a person, entity, or group (other than the
Company, any Company subsidiary, any Company
benefit plan, or any underwriter temporarily
holding securities for an offering of such
securities) acquires ownership of more than 50% of
the undiluted total voting power of the Company's
then-outstanding securities eligible to vote to
elect members of the Board ("COMPANY VOTING
SECURITIES"); consummation of a merger or
consolidation of the Company with or into any
other entity -- unless the holders of the Company
Voting Securities outstanding immediately before
such consummation, together with any trustee or
other fiduciary holding securities under a Company
benefit plan, hold securities that represent
immediately after such merger or consolidation at
least 50% of the combined voting power of the then
outstanding voting securities of either the
Company or the other surviving entity or its
parent; or the stockholders of the Company approve
(i) a plan of complete liquidation or dissolution
of the Company or (ii) an agreement for the
Company's sale or disposition of all or
substantially all the Company's assets, AND such
liquidation, dissolution, sale, or disposition is
consummated.
If you accept the terms of this amendment, please sign in the space indicated
below. We encourage you to consult with any advisors you choose.
ESPS, Inc.
By: /s/ R. Xxxxxxx Xxxx
I accept and agree to the terms of employment set
forth in this Agreement:
/s/ Xxxxx Xxxx
Dated: February 10, 2001
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