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EXHIBIT 10.13
INTERACTIVE KNOWLEDGE, INC.
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
August 10, 1998
Xx. Xxxxx X. Xxxxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Dear Bud:
This letter confirms and modifies our prior verbal agreement concerning your
services for Interactive Knowledge, Inc. ("I-KNOW") and the shares of I-KNOW's
common stock to be issued as compensation for those services. I have enjoyed
working with you over the past few months, and am looking forward to having you
with us over the crucial next few months, as we attempt to implement our
business plan, establish industry relationships and begin the roll-out of our
"NetLibrary" technology.
Your services, and the corresponding compensation, would encompass the
following:
1. Participation as a Board Member. You will be elected as a member of the
Board of Directors, and as Chairman of the Board. If we are successful in
attracting a new CEO for I-KNOW and I elect to serve as Board Chair rather
than CEO, you agree to resign as Board Chair. You will be paid $500 for
each meeting you attend.
2. Compensation for Services. In consideration for services you have performed
in connection with the formation of I-KNOW, the development of its initial
business strategy and the initial financing, I-KNOW will issue to you
90,000 shares of common stock immediately, subject to the forfeiture
arrangement described below.
3. Additional Services. As a board member and Chair of the Board, you will use
your efforts to assist management in obtaining support from the publishing
industry and obtaining adequate financing for future growth, work with
management and the board to help craft a successful business strategy, and
provide overall leadership and advice to the board and management.
4. Vesting. One third of the shares issued to you (or 30,000 shares) shall be
vested effective August 10, 1998. The remaining shares shall be subject to
forfeiture, decreasing ratably on a monthly basis over a three-year period
(1,666.66 shares per month), for as long as you continue to serve as a
director. If you do not continue as a Chair, shares will continue to vest,
provided you continue to serve as a director.
Upon receipt of the shares and other compensation described above, you agree
that you shall have no other claims for compensation against I-KNOW, including
any claims for the issuance of any additional shares of stock. If this proposal
is acceptable to you, please execute a copy of this letter
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Xx. Xxxxx X. Xxxxxxxx
August 10, 1998
Page Two
in the space provided below and return it to me. We will then prepare the
definitive documents covering the issuance of the stock or options.
You will be entitled to defense and indemnification by I-KNOW to the full extent
permitted under I-KNOW's certificate of incorporation. Either I-KNOW's
shareholders or you may terminate the director position at any time.
Sincerely,
/s/ XXXXXXX X. XXXXXXX
-------------------------
Xxxxxxx X. Xxxxxxx
Accepted and agreed to this 20th day of August, 1998:
/s/ XXXXX X. XXXXXXXX
-------------------------
Xxxxx X. Xxxxxxxx
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INTERACTIVE KNOWLEDGE, INC.
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
January 4, 1999
Xx. Xxxxx X. Xxxxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Dear Bud:
This letter is executed effective January 4, 1999, to amend and restate the
letter agreement dated August 10, 1998 concerning your services for Interactive
Knowledge, Inc. ("I-KNOW") and the shares of I-KNOW's common stock to be issued
as compensation for those services. These changes have been agreed to in
connection with and in consideration of the agreement to permit you to purchase
shares of I-KNOW's Series A Preferred Stock.
Your services, and the corresponding compensation, would encompass the
following:
1. Participation as a Board Member. You will be elected as a member of the
Board of Directors, and as Chairman of the Board. You agree to resign as
Board Chair at such time as you may be asked to do so by the Board. You
will not be paid any board fees or compensation other than as outlined
below.
2. Compensation for Services. In consideration for services you have performed
in connection with the formation of I-KNOW, the development of its initial
business strategy and the initial financing, I-KNOW has issued to you
90,000 shares of common stock immediately, subject to the forfeiture
arrangement described below.
3. Additional Services. As a board member and Chair of the Board, you will use
your efforts to assist management in obtaining support from the publishing
industry and obtaining adequate financing for future growth, work with
management and the board to help craft a successful business strategy, and
provide overall leadership and advice to the board and management.
4. Vesting. One third of the shares issued to you (or 30,000 shares) shall be
vested effective August 10, 1998. The remaining shares shall be subject to
forfeiture, decreasing ratably on a monthly basis over a three-year period
(1,666.66 shares per month), for as long as you continue to serve as a
director. If you do not continue as a Chair, shares will continue to vest,
provided you continue to serve as a director.
Upon receipt of the shares described above, you agree that you shall have no
other claims for compensation against I-KNOW, including any claims for the
issuance of any additional shares of stock. If this proposal is acceptable to
you, please execute a copy of this letter in the space provided below and return
it to me.
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You will be entitled to defense and indemnification by I-KNOW to the full extent
permitted under I-KNOW's certificate of incorporation. Either I-KNOW's
shareholders or you may terminate the director position at any time.
Sincerely,
/s/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx
Accepted and agreed to
this day of January, 1999:
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/s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
