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EXHIBIT 10.18
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MEMORANDUM
TO: Xxx Xxxxxx CC:
FROM: Xxxxx Xxxxxxxxxx
DATE: February 28, 1997
RE: Employee Agreement
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As per our conversation and your e-mail, I understand our agreement as follows:
o Compensation
= Option to purchase 1.0 million shares upon execution of formal
employee contract with an exercise price of $2.00 (as determined by a
$0.125 premium over the closing bid price of $1.875 on February 21,
1997)
= Additional option to purchase 1.5 million shares with exercise prices
of $2.00 (as determined by a $0.125 premium over the closing bid price
of $1.875 on February 21, 1997). Vesting as follows:
a) 200,000 1 year from date of employee contract
b) 300,000 2 years from date of employee contract
c) 450,000 3 years from date of employee contract
d) 550,000 4 years from date of employee contract
= Annual salary as follows:
a) Year 1: $180,000
b) Year 2: $250,000*
c) Year 3: $300,000*
* assumes Company operates profitably for 2 trailing quarters,
if Company is not profitable then annual salary will be
$180,000
o Severance Provisions
= 18 months of current salary
o Change of control
= in the event of change of control at the Company (i.e. 50.1% of the
voting stock or control of the Board of Directors goes to an
unaffiliated entity) all options shall vest immediately
o Other issues
= shall receive all customary benefits (i.e. medical coverage, expense
allowance, etc.)
= title shall be Co-Chairman* and Chief Executive Officer
* pending necessary shareholder approval at first available voting
opportunity
= Art Xxxxxxxxxxxx at Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx will prepare the
formal employee contract.
