Exhibit 10.12
USOL HOLDINGS, INC.
00000 Xxxxxx Xxxx.
Xxxxxx, Xxxxx 00000
June 7, 2001
Xx. Xxxxxx X. Xxxxxxx
00000 Xxxxxx Xxxx.
Xxxxxx, Xxxxx 00000
Dear Rob:
The purpose of this letter is to amend the Employment and
Non-competition Agreement dated July 21, 1999 by and between USOL Holdings,
Inc., an Oregon corporation (the "Company") (formerly USOL Holdings Inc, a
Delaware corporation) and Xxxxxx X. Xxxxxxx (the "Agreement").
The Agreement is hereby amended to provide that beginning on the date
of this letter and continuing for a period of six months thereafter (the
"Six-Month Period"), (i) that Employee shall no longer serve as the Chief
Executive Officer of the Company, (ii) that Employee shall continue as an
officer and employee of the Company and shall continue to perform the duties set
forth in the Agreement, other than the duties of the Chief Executive Officer,
but shall focus his efforts on the list of tasks which are attached as Exhibit A
to this letter, (iii) that Employee shall report directly to the Board of
Directors of the Company, and (iv) that, during the Six-Month Period, so long as
Employee is a member of the Board of Directors, Employee shall continue to serve
as Chairman of the Board.
The parties agree that during the Six-Month Period, either party may
terminate Employee's status as Chairman of the Board (but not as a director) and
as an officer and employee, provided, however, that any such termination of
Employee by the Company or by Employee during this period shall be deemed to be
a "Termination Other Than For Cause" under the terms of the Agreement unless,
notwithstanding the provisions of the Agreement, Employee engages in conduct
during the Six-Month Period which is a gross and willful violation of his
material duties under the Agreement, as amended, and Employee fails to cease
such conduct within 30 days of receiving a written notice from the Board of
Directors which describes the specific conduct.
If either the Company or Employee terminates Employee's employment with
the Company during the Six-Month Period, the Company and the members of the
Board of Directors, shall take all reasonable action necessary to allow Employee
to remain as a member of the Board of Directors throughout the duration of his
present term, and, in the discretion of the Board, to consider him for
subsequent renomination as a management nominee.
Effective upon the termination of Employee's employment with the
Company, if Employee is no longer a member of the Board of Directors, all
options held by Employee for the purchase of stock of the Company, shall vest in
their entirety and shall be exercisable for a period of one year after the
termination of Employee's employment with the Company. However, if upon the
termination of Employee's employment with the Company, Employee continues to
serve on the Board of Directors of the Company, then all stock options held by
Employee shall continue to vest pursuant to the terms of the applicable stock
option award agreements and all incentive stock options held by Employee shall
automatically convert into non-qualified stock options. In that case, at the
time that Employee ceases to be a member of the Board of Directors, all options
held by Employee shall vest in their entirety and shall be exercisable for a one
year period after the date that Employee ceases to be a member of the Company's
Board of Directors.
All shares of stock of TheResidentClub, Inc., a Delaware corporation
("TRC"), held by Employee shall be transferred by Employee to TRC, and all
options to purchase stock of TRC that are held by Employee shall be cancelled in
exchange for TRC's cancellation of that certain Partially Non-Recourse Secured
Note and Security Agreement (the "Note") in the original principal amount of
$300,000 dated July 20, 2000 executed by Employee as maker payable to TRC. In
addition, any shares of the Company's stock that may have been pledged by
Employee as security for repayment of the Note, shall be returned to Employee.
At the end of the Six-Month Period, if the parties have not otherwise
agreed in writing, Employee's employment with the Company will be deemed to have
been terminated by the Company in a "Termination Other Than For Cause" under the
terms of the Agreement.
All other terms of the Agreement shall remain in full force and effect.
If you are in agreement with these terms, please sign this letter in
the space provided below and return a copy to me.
Sincerely,
Xxxxxx Xxxxxx
President
Agreed:
Xxxxxx X. Xxxxxxx
