October 12, 1999
VIA HAND DELIVERY
Xx. Xxxxxx X. Xxxxxxx, Xx.
President
Netgateway, Inc.
000 Xxxxxxxxx
Xxxxx 000
Xxxx Xxxxx, XX 00000
Re: Termination of Option Agreements
Dear Xxx:
Reference is made to: (a) the Netgateway, Inc. Stock Option Agreement
Pursuant to the 1998 Stock Option Plan for Senior Executives, by and between you
and Netgateway Inc. (the "Company"), dated as of December 15, 1998, pursuant to
which you were granted the right and option to purchase from the Company all or
a part of an aggregate of 400,000 shares of common stock of the Company at a
purchase price of $4.87 per share, subject to the terms and conditions contained
therein; and (b) the Netgateway, Inc. Stock Option Agreement Pursuant to the
1998 Stock Option Plan for Senior Executives, by and between you and the
"Company", dated as of December 15, 1998, pursuant to which you were granted the
right and option to purchase from the Company all or a part of an aggregate of
264,000 shares of common stock of the Company at a purchase price of $2.50 per
share, subject to the terms and conditions contained therein (collectively, the
"Option Agreements").
This will confirm that you and the Company agree that the Option
Agreements shall be, and hereby are, terminated in all respects, effective as of
the date hereof. Any and all options granted under the Option Agreements,
whether vested or unvested, shall be deemed forfeited, and all of your rights
under the Option Agreements, if any, shall be terminated.
Please acknowledge your consent to the foregoing by signing in the
space provided below and returning a copy of this letter to the Company.
Very truly yours,
NETGATEWAY, INC.
/s/ Xxx X. Xxxxxxx III
By: ______________________
Xxx X. Xxxxxxx III
Chief Executive Officer
ACCEPTED AND AGREED:
/s/ Xxxxxx X. Xxxxxxx, Xx.
--------------------------
Xxxxxx X. Xxxxxxx, Xx.
Dated: October 12, 1999
