Exhibit 10.3
RATEXCHANGE
August 18, 2000
Via Hand Delivery
Xxxx Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
RE: Notice of Termination Without Cause
Dear Xxxx:
I write pursuant to the terms in your Employment Agreement
("Agreement"), dated July 2, 1999, between you and RateXchange Corporation
(f.n.a. XxxXxxxxxx.xxx Corporation). Specifically, RateXchange Corporation is
giving you notice of its intent to terminate your employment without cause,
according to Section 3.2 of the Agreement. See Employment Agreement attached
hereto as Exhibit A.
The effective date of your termination will be Tuesday, August 15,
2000. In consideration of the terms of your Employment Agreement and certain
conversation between the two of us regarding terms of a new Employment
Agreement, the Company offers you the following Terms of Severance, including
applicable effective dates:
1. You will have until August 18, 2000 to sign this document and accept its
terms;
2. If you sign this document on or before August 18, 2000, you will receive
the following elements of compensation:
a. Payment of your present salary, according to the Company's
regularly scheduled payroll, based upon your annual salary of
$165,000, from August 15, 2000 until February 15, 2001;
b. Lump sum payment on February 15, 2001 of your present salary,
based upon your annual salary of $165,000, for the term of
February 15, 2001 through August 15, 2001;
000 Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx XX 00000 415 371-9800
Fax: 000 000-0000
Letter to Xxxx Xxxxxxxx
8/18/00
Page 2 of 2
c. Lump sum payment of your bonus in the amount $50,000, subject to
applicable payroll taxes, on the date you sign this document;
d. Vesting of your 1999 XxxXxxxxxx.xxx Corporation Incentive Options
(ISO) and RateXchange Corporation Non-Qualified Options (NSO)
according to the terms of those Plans through February 15, 2001,
with the remainder of the options under those Plans vesting on
that date. You will have two (2) years from the effective date
(August 15, 2000) to exercise your options under the Plans
e. Full benefits for you and your family through and including
February l5,2001;and
f. The ability to propose the text for the formal announcement of
your separation from the Company.
3. By signing this document, you will be given, but are not required to
accept, a Transition Term to complete your separation from the Company.
The Transition Term will end on September 15, 2000. During this Transition
Term you will be able to maintain your office in San Francisco.
4. By signing this document, you acknowledge and accept each of the Terms and
Conditions set forth in Exhibit B, attached hereto; and
5. Upon signing this document, you will no longer maintain the title of
President of RateXchange Corporation, however, you will be able to refer
to yourself as a "Co-Founder of RateXchange" without restriction.
RATEXCHANGE CORPORATION
/s/ Xxxxxx Xxxxxx
------------------------------------
Xxxxxx Xxxxxx
Chief Executive Officer
I ACKNOWLEDGE AND ACCEPT THE TERMS OF THIS DOCUMENT, INCLUDING THE EXHIBITS A
AND B ATTACHED HERETO.
DATE: 8/18/00 By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
Attachments
000 Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx XX 00000 415 371-9800
Fax: 000 000-0000