EXHIBIT 10.12
[Date]
[Employee Name]
[Employee Address]
[Employee Address]
Dear [Employee Name]:
You have elected to defer receipt of certain amounts which would otherwise have
become payable to you by LightFirst Inc. (the "Company") in the past or which
will otherwise become payable to you in the future in connection with your
employment with the Company. This letter sets forth the terms of the deferral
facility.
1. This agreement shall cover the amount of [$Amount] (the "Deferred Amount"),
which would otherwise be payable to you in cash by the Company in
connection with your employment during the period covered by this
agreement.
2. Subject to the terms and conditions of this Agreement, the Company shall
establish and maintain on your behalf an account on the Company's books
and records (the "Deferred Payment Account") which shall entitle you to
receive on [Date] (the period from the effective date of the Agreement
through [Date] to be referred to as the "Deferral Period") a lump-sum
payment of the Deferred Amount, less any amounts withheld pursuant to
federal, state, and local tax withholding requirements.
3. In the event of your termination of employment with the Company for any
reason prior to the payout of the Deferred Amount, the Company shall pay to
you, or your estate in the event of your death, the full Deferred Amount on
[Date].
4. Nothing in this letter agreement shall be deemed to create a trust or
segregated asset account of any nature, and no money or other thing of
value shall be separately held by the Company in connection with its
obligation to pay the Deferred Amount hereunder. The attempt by any person
to anticipate, hypothecate or otherwise receive value in respect of such
obligation prior to the date scheduled for the payment of the Deferred
Amount under the terms of this letter agreement shall be null and void and
of no force or effect.
Please indicate your acknowledgment of and agreement to all of the foregoing by
signing the enclosed copy of this letter and returning it to Xxxxxx X. Xxxxxxx,
Chief Executive Officer of the Company, at the address below or in person.
Very truly yours,
LIGHTFIRST INC.
by:
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Xxxxxx X. Xxxxxxx
Chief Executive Officer
ACKNOWLEDGED AND AGREED TO:
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[Employee Name]
Date:
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