Exhibit 10.2
AMENDMENT TO
KEY EMPLOYEE AGREEMENT
AND
CONFIDENTIAL INFORMATION AGREEMENT
THIS AGREEMENT, dated and effective as of February 28, 1997, among Xxxxxx
X. Xxxxxxx ("Employee") and Nexar Technologies, Inc., a Delaware corporation
(the "Company"), amends (i) the Key Employee Agreement entered into on or about
September 30, 1996 (the "Original Employment Agreement") between the Company and
Employee and (ii) the Confidential Information Agreement entered into on or
about September 30, 1996 (the "Original Confidentiality Agreement") between the
Company and Employee.
The parties hereto agree as follows:
1. The text of Section 1 of Exhibit A (entitled "Term") to the Original
Employment Agreement is amended to read in its entirety as follows:
"The term of the Agreement to which this Exhibit A is annexed and
incorporated shall be for three (3) years, commencing March 1, 1997, unless
terminated prior thereto in accordance with Section 2.2 or 2.3 of the
Agreement."
2. The text of subparagraphs (c) and (d) (subparagraphs (a) and (b)
remaining in full force and effect) of Section 2 of Exhibit A (entitled
"Compensation") to the Original Employment Agreement are each amended to read in
their entirety as follows:
"(c) Severance Package Pursuant to Section 2.2(d) of the Agreement:
twelve (12) months Base Salary.
(d) Car allowance of $600 per month."
3. The following new Section 7 of Exhibit A (entitled "Vesting of Stock
Options Upon IPO") is added to the Original Employment Agreement:
"7. Vesting of Stock Options Upon IPO. All stock options held by you as
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of February 28, 1997, will vest 50% upon consummation of an underwritten
registered initial public offering (an "IPO") of the common stock of the
Company and in full one year after the closing of such IPO and immediately
prior to a change of control."
4. Section 3.2 of the Original Confidentiality Agreement is hereby
amended to read in its entirety as follows:
"For purposes of this Agreement, "Inventions" shall mean all discoveries,
processes, designs, methods, works, technologies, devices, or improvements
in any of the foregoing or other ideas, whether or not patentable or
copyrightable, or reduced to
practice, made, conceived, authored or developed by me (whether solely or
jointly with others) during the period of my employment with the Company,
or within one year thereafter, which relate in any manner to the actual or
demonstrably anticipated business, products, or research and development of
the Company, or result from or are suggested by any task assigned to me or
any work performed by me or on behalf of the Company."
5. Section 3.3 of the Original Confidentiality Agreement is hereby
amended to read in its entirety as follows:
"Any discovery, process, design, method, technique, work, technology,
device, or improvement in any of the foregoing or other ideas, whether or
not patentable or copyrightable and whether or not reduced to practice,
made or conceived by me (whether solely or jointly with others) which I
develop entirely on my own time not using any of the Company's equipment,
supplies, facilities, or trade secret information ("Personal Invention") is
excluded from this Agreement, provided such Personal Invention (i) does not
relate to the actual or demonstrably anticipated business, products, or
research and development of the Company, and (ii) does not result, directly
or indirectly, from any work performed by me or on behalf of the Company."
6. The respective addresses for notices under the Original Employment
Agreement and the Original Confidentiality Agreement shall be as follows:
If to Nexar: Nexar Technologies, Inc.
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Chairman
If to Employee: Xx. Xxxxxx X. Xxxxxxx
00 Xxxx Xxxxx
Xxxxxxxxxxx, Xxx Xxxxxxxxx 00000
7. Except to the extent modified hereby, all terms of the Original
Employment Agreement and the Original Confidentiality Agreement shall be
unaffected hereby and shall continue in full force and effect.
* * * * *
EXECUTED as of the date first above written.
Xxxxxx X. Xxxxxxx
NEXAR TECHNOLOGIES, INC.
By: Xxxxxx X. Xxxxx, Chairman,
Chief Executive Officer and President
