EXHIBIT 10.15
January 13, 1999
Dear Xxxx:
This letter will constitute an amendment to your Employment
Agreement with DTR that was signed on October 1, 1998 and also an
amendment to the grant of stock options to you pursuant to the
Amended Stock Option Grant dated December 11, 1996.
AMEMDMENT TO EMPLOYMENT AGREEMENT
Your Employment Agreement dated October 1, 1998 shall be amended
as follows:
Termination of Employment. At the last Board meeting, in
recognition of the current cash position of DTR, the
possibility that the termination of your employment with DTR
could be in DTR's best interests was recognized. For the
purpose of exercising your unexercised stock options, DTR
will accept as payment for all or any part of the purchase
price a non-recourse, interest free promissory note from you
to DTR in the form attached hereto as Exhibit A and a
related pledge agreement in the form attached hereto as
Exhibit B, upon any one of the following:
(i) termination of your employment by DTR at any time without
cause, including but not limited to the non renewal of your
employment contract with DTR after September 30, 2001;
(ii) voluntary termination of your employment with DTR at any
time with the consent of the DTR board.
AMENDMENT OF YOUR STOCK OPTIONS
As of the date of this letter, the Stock Options you presently
hold shall be amended as follows:
Current Status of Stock Options. Prior to setting forth
the modifications of your stock options, it will be helpful
to set forth the current status of your stock options. You
hold options to purchase 250,000 shares of DTR's common
stock at $1.22 per share. At the time the options were
granted you agreed that you waived any interest in the
wholly-owned subsidiary that DTR was to form. That
subsidiary, SXD, was formed. DTR now intends to undertake
a reorganization whereby DTR will liquidate that subsidiary
and transfer its assets to DTR. The relative valuation of
the portion of the merged company represented by each
constituent entity is DTR-83% and SXD-17%. In recognition
of these relative values, when the reorganization takes
place, the total number of options you currently hold will
be reduced to 207,500 shares (83% of 250,000). The number
of your options that are currently exercisable is 150,000.
Upon completion of the merger, this amount will be reduced
to 124,500 (83% of 150,000). An additional 41,500 options
will become exercisable on September 30,2000 and an
additional 41,500 options will become exercisable on
September 30,2001. All options become immediately
exercisable if your employment is terminated for any reason
other than cause. Cause is defined in the Amended Stock
Option Grant. After three months from the date of
termination all unexercised options shall lapse and
terminate.
NEW STOCK OPTIONS TO BE GRANTED
As of the date of this letter, you are hereby granted
additional options to purchase 40,000 shares of DTR's common
stock at a price per share equal to the mean between the bid and
ask prices as of that date according to the attached Stock Option
Grant. The provisions of this Letter Agreement for a loan to
exercise stock options shall apply to these newly granted stock
options.
Please sign and return one copy of this letter to
acknowledge our acceptance of the modifications to your
Employment Agreement and to your stock options that are set forth
in this letter.
Very truly yours,
Developed Technology Resource, Inc.
By: _____________________ and _______________________
Xxxxx X. Xxxxxxxxxx Xxxxx X. Xxxxxx
Director Director
I accept the modifications to my Employment Agreement and to
the stock options that I hold, that are set forth in the
foregoing letter.
______________________________
Xxxx X. Xxxx
