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EXHIBIT 10.22
July 28, 2000
Xxx Xxxxx
0000 00xx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Re: Employment with Xxxxxx.xxx Corporation
Dear Xxx:
Many thanks for taking time from your busy schedule to visit all of us here at
Xxxxxx.xxx. You have made a strong and positive impression on all of the folks
you met. Xxxxxx.xxx Corporation (the "Company") is pleased to offer you a
position as Senior Vice President of Sales and Marketing, on the terms set
forth in this letter agreement, effective upon your acceptance by execution of
a counterpart copy of this letter where indicated below.
Reporting Duties and Responsibilities. In this position you will report directly
to me, in my capacity as President and CEO of Xxxxxx.xxx. This offer is for
a full-time position, located at the offices of the Company, except as
travel to other locations may be necessary to fulfill your
responsibilities.
Salary; Bonus; Benefits and Vacation. Your initial base salary will be $300,000
(in U.S. Dollars) annually, less applicable tax withholdings. You will also
be eligible to earn an annual bonus in the amount of $200,000 (in U.S.
Dollars), payable quarterly, based on the achievement of objectives which
you and I will mutually determine in good faith. Additionally, your bonus
for Q3 (fully retroactive and Q4 of this year will be guaranteed. The
objectives for your first year will be determined promptly after your
acceptance of this letter, and objectives for future years will be
determined promptly after the beginning of each fiscal year of the Company.
Any additional bonus will be paid immediately following completion of each
quarter of continued employment with the Company. You will also receive the
highest standard benefits accorded the Company's executives under the
Company's employee benefits package, and will be subject to the Company's
vacation policy, as such package and policy is in effect from time to time.
Sign-on Bonus. The company will pay you a one-time sign on bonus of $50,000
within fifteen (15) days following your start date of full-time employment.
Stock Options. On the date you become an employee of the Company, and subject to
approval by the Board of Directors, the company intends to grant you a
stock option to purchase 500,000 shares of the company's common stock. One
quarter (1/4) of the option shares (125,000) will become exercisable after
you have completed twelve months of employment with the company, and,
thereafter one forty-eighth (1/48) of the option shares (10,416.66) will
become exercisable following each month you remain employed by the company.
The grant of the stock options will be subject to the other terms and
provisions of the company's stock option plan and stock option agreement
and the satisfaction of all federal and state securities laws. In the event
that a charge of control (defined to mean the Company is sold or is a party
to a merger with another company resulting in the Company's shareholders
immediately prior to such transaction owning less than 50% of the successor
company's voting capital stock immediately following such transaction)
occurs, 50% of the unvested options held by you will be immediately vested.
The balance of the unvested options held by you will continue to vest under
the original vesting schedule. In the event that such a change of control
as described above occurs and Xxxxxx.xxx stock is valued at or above $10.00
per share, 100% of the unvested options held by you will be immediately
vested.
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Living/Commute Expenses. The Company will provide reimbursement for reasonable
living expenses in the Greater San Xxxx Area, such as a furnished
two-bedroom condominium along with reimbursement of commute/travel expenses
for four roundtrips per month incurred between Toronto and the Greater San
Xxxx area for the duration of your continued full-time employment with the
Company. In addition, the company will provide, at its expense, the use of
a new leased automobile in the general price range of a Mercury Sable.
Confidential Information. As an employee of the Company, you will have access to
certain Company confidential information and you may, during the course of
your employment, develop certain information or inventions, which will be
the property of the Company. To protect the interest of the Company, you
will need to sign the Company's standard "Employee Inventions and
Confidentiality Agreement" as a condition of your employment. We wish to
impress upon you that we do not wish you to bring with you any
confidential or proprietary material of any former employer or to violate
any other obligation to your former employers, and you have advised us that
in connection with your employment by the Company you will not bring with
you or otherwise use any such confidential or proprietary material.
Severance Payment/Acceleration upon Termination. For purposes of this offer
letter, any act by you involving fraud, willful malfeasance or similar
wrongful acts, or willful and continuing neglect of your duties to the real
and substantial prejudice of the company, after notice of such, shall be
grounds for you to be "Terminated for Cause." In the event of substantial
alteration of responsibilities, reporting relationships, or remuneration,
to your detriment, you will also be deemed to have been "Terminated Without
Cause." If you are terminated for any other reason, you shall be deemed
"Terminated Without Cause." In the event that you are terminated without
cause, the Company will pay you as agreed upon severance a lump sum
one-time payment amount equal to twelve (12) months of your then base
salary and annual bonus. The lump sum one-time payment will be paid within
thirty (30) days after termination. You agree that the payments set forth
in this offer letter constitute all payments that you shall be entitled to,
and under any theory, in the event of any termination of employment. In the
event you are terminated with or without cause at any time prior to your
first year anniversary date, 125,000 shares of the Company's Common Stock
will immediately vest. In the event you are terminated with or without
cause (except for the reasons set forth in the first sentence of this
paragraph) after your twelve-month anniversary date up until twenty-four
months after start of employment, the vesting period of all options held by
you will be accelerated by twelve (12) months. All vested share options
must be exercised within six (6) months of termination date.
At-Will Employment. While we look forward to a long-term relationship, should
you decide to accept our offer, you will be an "at-will" employee of the
Company, which means the employment relationship can be terminated by
either of us for any reason at any time subject to the provisions of
Paragraph 7 hereof. Any statements or representations to the contrary (and,
indeed, any statements contradicting any provision in this letter) should
be regarded by you as ineffective. Further, your participation in any stock
option or benefit program is not to be regarded as assuring you of
continuing employment for any particular period of time.
Authorization to Work. Because of Federal regulations adopted in the Immigration
Reform and Control Act of 1986, you will need to present documentation
demonstrating that you have authorization to work in the United States. If
you have any question about this requirement, which applies to U.S.
citizens and non-U.S. citizens alike, I will be pleased to refer you to our
legal counsel specializing in immigration matters.
Term of Offer. This offer will remain open until August 3, 2000. If you decide
to accept our offer, and I hope that you will, please sign the enclosed
copy of this letter in the space indicated and return it to me. Upon your
signature below, this will become our binding agreement with respect to the
subject matter of this letter, superseding in their entirety all other or
prior agreements by you with
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the Company as to the specific subjects of this letter. This agreement will be
binding upon and insure to the benefit of our respective successors and
assigns, and your heirs, administrators and executors, will be governed by
California law, and may only be xxxxxx din writing signed by you and the
Company.
Start Date. This offer letter is made with the understanding that you will be
available to start employment with Xxxxxx.xxx, within seven (7) days after
receipt of your "authorization to work in the United States" and that the
Company does undertake to reimburse you for legal and administration
expenses, incurred by you for the sole purpose of applying for
authorization to work in the United States.
Xxx, we look forward to having you join Xxxxxx.xxx, and I know you have the
ability to make a significant contribution to our success.
Sincerely,
Xxxxxx X. Xxxxx
President and CEO
Acknowledged, Accepted and Agreed: Date:
/s/ X. XXXXX August 2, 2000
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Agreed Start Date of Full-time Employment:
September 18, 2000
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