Exhibit 10.12
[LOGO]
November 19, 1998
Xx. Xxxx Xx Xxxxxxxxx
Convergence Partners
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, XX 00000-0000
Re: SALARY CONTINUATION AND OPTION VESTING
Dear Xxxx:
This will confirm our agreement that notwithstanding any provision
in my offer letter dated June 27, 1997 to the contrary, if my employment is
involuntarily terminated by the Company other than for "cause" (defined to
include failure to follow the written directions of the Board, dishonesty,
gross misconduct, fraud or conviction of a felony), or if I resign for "good
reason" (defined to include demotion, salary reduction or relocation), I will
receive salary continuation at my current rate of salary and continuation of
my option or restricted stock vesting for a period of twelve months following
such termination.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
AGREED AND ACCEPTED
IMGIS, INC.
By: /s/ Xxxx Xx Xxxxxxxxx
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Date: 2-25-99
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