EXHIBIT 10.6
July 13, 2004
Via Facsimile (702) 785- __________
Xx. Xxxxxxx X. Xxxxx
Chief Executive Officer
OpBiz, L.L.C.
0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Re: Options to Purchase Membership Interests in OpBiz, L.L.C. (the "Company")
Dear Xxxx:
Reference is hereby made to the Employment Agreement, dated as of April
11, 2003, among the Company, Xxxxxxx Xxxxxxxxxx, Xxxxxx Xxxx and you (the
"Employment Agreement"). Xxxxxxxxx 0x of the Employment Agreement provides that
you have been granted stock options (the "Options") "representing an amount
equal to three percent (3%) of the outstanding equity of the Company as of April
11, 2003." The same paragraph provides the methodology for calculating the
exercise price of the Options and the timing for vesting of the Options.
As you are aware, the Company and MezzCo, L.L.C. ("MezzCo") have agreed
for mezzanine financing. In connection with such financing, we have been
requested to modify the Employment Agreement to provide that your Options will
be for equity interests in MezzCo representing 3% of the equity of the Company.
By your countersignature below, you agree that (i) the terms of the Employment
Agreement will be deemed to have been amended so that, in lieu of the Options,
you will be granted options that entitle you to purchase units representing
non-voting membership interests in MezzCo equal to 3% of the equity of the
Company as of the date of this letter, and (ii) MezzCo will assume all rights
and obligations in respect of Xxxxxxxxx 0x of the Employment Agreement
(including the ROFR provisions thereof) and be deemed a party to the Employment
Agreement for such purposes, whereupon OpBiz will be released from its
obligations in respect of Xxxxxxxxx 0x of the Employment Agreement. All other
terms of your Employment Agreement (including the vesting schedule and exercise
price methodology) will remain the same. You should note that (i) MezzCo owns
100% of the equity of the Company and (ii) the Company has not issued or granted
options to purchase any of its equity interests since the date of your
Employment Agreement.
If you have any questions regarding the foregoing, please do not hesitate
to call me at (000) 000-0000
Xx. Xxxxxxx X. Xxxxx
July 13, 2004
Page 2
OPBIZ, L.L.C.
By: MezzCo, L.L.C., its sole member
By: EquityCo, L.L.C., its sole member
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxxxxx, authorized signatory
MEZZCO, L.L.C.
By: EquityCo, L.L.C., its sole member
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxxxxx, authorized signatory
Agreed and accepted this 13th day of July, 2004
/s/ Xxxxxxx X. Xxxxx
------------------------------------
XXXXXXX X. XXXXX
cc: Xxxxxx X. Xxxx
Xxxxx Xxxxxx, Esq.
Xxxxxxx X. Xxxxxxxx, Esq.
