Exhibit 10.19
AGREEMENT
This Agreement (this "Agreement"), is entered into by and between Xxxxxx
Interactive Systems, Inc. (the "Company") and Xxxxxxx X. Xxx ("Executive"),
effective July 14, 1999.
WITNESSETH
Whereas, the Company and Executive entered into an Executive Employment
Agreement, effective June 25, 1995, and the Amendment No. 1 to Executive
Employment Agreement (Amended and Restated Version), effective August 5, 1998
(collectively the "Employment Agreement");
Whereas, the Company and Executive have mutually agreed that Executive will
terminate his employment with the Company (the "Termination");
Whereas, the Company and Executive now desire to enter into this Agreement
regarding the benefits that Executive will receive upon such Termination;
Now, Therefore, in consideration of the mutual promises and covenants
contained herein, the parties hereby agree as follows:
1. Benefits Upon Termination. Upon the Termination, the Company hereby
agrees that the Executive will receive the benefits set forth in the second
paragraph of Section 7.1(a) of the Employment Agreement; provided, however,
that, subject to Section 2 hereof, Executive shall receive accelerated vesting
of any and all shares pursuant to any and all stock options granted to Executive
such that all shares which otherwise would have vested on or before the end of
the twenty-four (24) months following the date of Termination will be deemed
vested as of the date of Termination and Executive shall have twenty-four (24)
months after the date of Termination to exercise any and all vested shares
subject to any and all stock options granted to Executive (provided that any
such extension shall not extend the maximum term during which any such option
may be exercised beyond ten (10) years). Notwithstanding the foregoing, with
respect to the foregoing provision for accelerated vesting and extended exercise
period for stock options, in the event that Executive continues, after the date
of Termination, to provide services to the Company as a director of or a
consultant to the Company (such that the vesting of Executive's stock options
and exercisability of vested shares thereunder continue until the date that
Executive ceases to provide services in any such capacity (the "Separation
Date"), such accelerated vesting and extended exercise period shall not become
effective until the Separation Date, and all references in such provision to the
"date of Termination" shall be deemed to refer to the Separation Date.
2. Cancellation of Performance Options. Effective upon the date of this
Agreement, the nonstatutory stock option to acquire 300,000 shares of the
Company's common stock under the Company's 1994 Equity Incentive Plan (the "1994
Plan") granted to Executive on August 5, 1998, which option is completely
unvested as of the date hereof, shall be cancelled and shall be of no further
force or effect. The foregoing sentence shall not in any way affect the
effectiveness or the terms and conditions of the nonstatutory stock option to
acquire 100,000 shares of the Company's common stock under the 1994 Plan granted
to Executive on August 5, 1998.
3. Tax Consequences. Executive acknowledges that he has been advised by
the Company to consult with a tax advisor or attorney with respect to the tax
consequences, if any, of this Agreement.
In Witness Whereof, the parties have duly authorized and caused this
Agreement to be executed as of the date reference above.
Xxxxxxx X. Xxx Xxxxxx Interactive Systems, Inc.
/s/ Xxxxxxx X. Xxx By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Date: July 14, 1999 Title: Senior Vice President and Chief Financial Officer
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Date: July 14, 1999
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