Exhibit 10.4
MEMORANDUM OF UNDERSTANDING
BETWEEN
THE ASHTON TECHNOLOGY GROUP, INC.
AND
XXXX XXXXXX
1. The Ashton Technology Group, Inc, ("ATG(TM)") wishes to engage Dr. Xxxx
Xxxxxx ("Xxxxxx") as Vice President of Advanced Analytics.
2. In consideration for his services to ATG(TM), Xxxxxx will be paid a cash
salary of $110,000 per annum.
In further consideration of his services to ATG(TM), Xxxxxx will be granted: (i)
a 5 year option to purchase 100,000 shares of ATG(TM) common stock at the last
sale price of the common stock on July 27, 1998, and (ii) a 5 year option to
purchase 100,000 shares of common stock in ATG(TM)'s subsidiary, Universal
Trading Technologies Corporation ("UTTC"), at a price of $1.00 per share.
The option package described above will vest so that Xxxxxx receives 20% of the
referenced options upon completion of his first year of employment with ATG,
another 20% of the granted total upon completion of his second year, and the
remaining 60% upon the completion of his third year of employment.
It is understood that the shares underlying these options will not initially be
registered, however, ATG(TM) agrees that in the case of the shares underlying
the ATG(TM) option, ATG(TM) will endeavor to register the underlying shares at
such time that other shares underlying management or consultants' options are
registered pursuant to Form S-8 or any other appropriate registration statement.
3. Xxxxxx'x employment with ATG(TM) will commence on July 27, 1998, but Xxxxxx
is not expected to be present in ATG(TM)'s offices until August 3, 1998.
4. Xxxxxx will be eligible to participate in ATG(TM)'s fully paid health
insurance plan and in ATG(TM)'s non-contributory 401(k).
