Exhibit 10.3
October 11, 2006
Xxxx-Xxxx Xxxxxxxxxxx
Chairman and CEO
One IP Voice, Inc.
00 Xxxxxxxx Xxxx Xxxxxx
Xxxx Xxxxxxxx, XX 00000
Re: Terms of New Employment Agreement
Dear Xxxx:
Per our discussions, we have agreed to the following terms of employment during
the period of time needed to allow for a smooth transition to a new successor
when appointed:
Term of Agreement: August 1, 2006 to December 31, 2006
Base salary: $175,000 effective 8/1/06
Bonus: I would be eligible to participate in any annual bonus
programs offered other Company officers.
Termination: This Agreement shall terminate on December 31, 2006.
In the event Company terminates the Agreement, except
for cause (Executive engages in any criminal act, an act
of moral turpitude or wrongful conduct (i.e. commits an
act or acts which have a negative impact on the
reputation of the Company):
(1) I will receive severance pay equal to three times my
(i) base salary (for purposes of this section, base
salary equals the greater of the current base salary or
$175,000) and (ii) pro-rata share of annual bonus; (2) I
receive an option grant of 50,000 options; at market
price on date of termination; 10-year term; fully-vested
and non-forfeitable.
Retention Bonus: As an inducement to continue my employment with the
Company through December 31, 2006, I will receive a
retention bonus of $60,000. Said amount will be paid in
full in the first payroll in January 2007.
Stock Options: 50,000 options to be granted to me upon signing this
agreement; at the closing price of the Company's common
stock on the date this agreement is signed; options will
be fully vested and exercisable immediately; 10-year
life; ; options will be non-forfeitable.
Existing stock options: As a condition of signing this
agreement, all currently granted options that are not
otherwise non-forfeitable will become non-forfeitable
through the end of their original term; with the Company
waiving the three-month/ 1 year termination forfeiture
clauses.
Change-in-Control: In the event that there is a change-in-control prior to
December 31, 2006 I will receive (1) severance pay equal
to three times my (i) base salary (for purposes of this
section, base salary equals the greater of the current
base salary or $175,000) and (ii) pro-rata share of
annual bonus; (2) an option grant of 50,000
options; at market price on date of termination; 10-year
term; fully-vested and non-forfeitable.
Insurance: The Company will pay the current annual life insurance
premium on Employee's Xxxx Xxxxxxx policy (current
premium is approx. $3,800).
Legal fees: Company agrees to reimburse me for professional fees
incurred for accounting, legal and financial planning
professionals in connection with this agreement, up to
$5,000.
Other: This letter incorporates by reference Section 1.5
Benefits (from Employment Agreement dated January 1,
2000)
If the foregoing is acceptable to you, please sign below where indicated so
that the above terms are immediately in force.
Very truly yours,
/s/ Xxxxxx X XxXxxxx
--------------------
Xxxxxx X. XxXxxxx
AGREED AND ACCEPTED:
/s/ Xxxx-Xxxx Xxxxxxxxxxx
-------------------------
Xxxx-Xxxx Xxxxxxxxxxx
Chairman and Chief Executive Officer
One IP Voice, Inc.
