AGREEMENT
Exhibit 10.10
AGREEMENT
THIS AGREEMENT (this
“Agreement”) is entered into on September 30, 2002 (the “Effective Date”) by and between XXXXX XXXXXXXXX, a Colorado resident (the “Employee”), and PELION SYSTEMS, INC., a Colorado corporation (“Pelion”). The
Employee and Pelion are referred to together herein as the “Parties.”
Recitals
A. Pelion owes the Employee deferred salary of $22,847.79 through June 30, 2002 (the “Deferred Salary”).
B. Pelion and the Employee have agreed that the Deferred Salary will be paid to the
Employee on the Effective Date, and immediately after the receipt of such payment, the Employee will use the proceeds to exercise currently outstanding stock options for 10,665 shares of common stock.
Agreement
NOW, THEREFORE, in consideration of the foregoing, the mutual promises herein made, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed as follows:
1. Payment of Deferred Salary; Exercise of Stock Option. On
the Effective Date, Pelion shall pay the Employee the Deferred Salary, from which deductions shall be taken in the manner set forth on Exhibit A. Immediately after receiving such payment, the Employee shall use such funds to exercise stock options
for 10,665 shares of common stock, at an exercise price of $1.70 per share.
2. Reduction in Base Salary. The Employee agrees and acknowledges that on July 1, 2002, his base salary was reduced to $76,500 per annum, and on August 1, 2002, his base salary was
further reduced to $60,000 per annum.
3. General. This
Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement shall not be assigned without the prior written consent of the other Parties. For the convenience of the
Parties and to facilitate the execution of this Agreement, any number of counterparts hereof may be executed and each such executed counterpart shall be deemed to be an original instrument. The headings of sections hereunder are for convenience and
reference only, and shall not be deemed a part of this Agreement. No delay or failure on the part of a Party to exercise any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of a Party of any
right, power or privilege hereunder. This Agreement sets forth the Parties’ final and entire
agreement with respect to its subject matter and supersedes any and all prior understandings and agreements. This Agreement shall not be modified or amended in any fashion except by an instrument
in writing signed by the Parties. All representations, warranties, covenants and agreements of the Parties contained in this Agreement, or in any instrument, certificate, exhibit or other writing provided for in it, shall survive the execution of
this Agreement and the consummation of the transactions contemplated herein. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado (without regard to principles of conflicts of laws) applicable to
contracts made and to be performed within such state.
The parties hereto have caused this Agreement to be duly
executed as of the Effective Date.
| /s/ XXXXX XXXXXXXXX
| ||
| Xxxxx Xxxxxxxxx | ||
| PELION SYSTEMS, INC. | ||
| By: |
/s/ XXXXXX
XXXXXXXX | |
| Its: Chief Executive Officer | ||
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Exhibit A
| Standard |
Deferred Salary |
|||||||||||
| Gross |
$ |
3,187.50 |
$ |
22,847.79 |
||||||||
| Fed |
$ |
342.99 |
11.6 |
% |
$ |
2,284.78 |
10.00 |
% | ||||
| State |
$ |
102.00 |
3.4 |
% |
$ |
685.43 |
3.00 |
% | ||||
| FICA |
$ |
243.85 |
7.65 |
% |
$ |
1,747.86 |
7.65 |
% | ||||
| |
|
|
|
|
|
|
| |||||
| Net |
$ |
2,498.66 |
77.4 |
% |
$ |
18,129.72 |
||||||
| |
|
|
|
|
|
|
| |||||
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