EXHIBIT 10.24
November 8, 2001
Princeton Video Image, Inc.
00 Xxxxxxxx Xxxx
Xxxxxxxxxxxxx, XX 00000
Ladies and Gentlemen:
This letter will confirm certain matters relating to my employment with
Princeton Video Image, Inc. (the "Company") and shall constitute an amendment to
my employment agreement with the Company dated January 24, 1997 (the "Employment
Agreement").
I understand and agree that the Company is currently undergoing a process
of management reorganization, pursuant to which:
(a) I will be appointed to serve as the President, Interactive
Technologies, which office shall have senior executive management
responsibility, subject to the direction and control of the Chief Executive
Officer, for the creation of revenue through the application of the Company's
technologies in client specific, interactive and targeted television (iTTV) by:
1) developing technologies which expand the reach of the Company's core products
into iTTV, 2) establishing strategic relationships to promote the deployment of
the Company's iTTV products, and 3) creating new entertainment/advertising forms
to leverage the Company's capabilities in the iTTV environment;
(b) The Company's new bylaws will no longer provide that the
Chairman of the Board of Directors has executive responsibilities, and
(c) Upon completion of a search for a new Chairman, the Board, in
accordance with the Amended and Restated Bylaws, may elect a new Chairman, at
which time I will cease to serve in that capacity.
I hereby acknowledge and agree that the aforementioned changes in my
titles and duties shall not, by themselves or in the aggregate, constitute a
Detrimental Change, as defined in Section 12(b) of my Employment Agreement.
I further understand that effective upon the date this letter is signed by
me and the Company, my base salary will be increased to $325,000 per year, and
that I will receive an option to purchase 250,000 shares of the Company's common
stock (of which the option to purchase 69,444 shares shall be immediately
exercisable with the balance vesting in 26 equal monthly installments), such
option to have terms consistent with the provisions of the Company's existing
Stock Option Plan.
Princeton Video Image, Inc.
November 8, 2001
Page 2
Additionally, it is my understanding that, in the event the Company elects
to terminate my employment without cause, or I elect to terminate my employment
due to the occurrence of a Detrimental Change, or in the event of my death or
Disability (as defined in Section 6 of my Employment Agreement), then, upon my
request, the Company will amend the terms of all stock option grant agreements
then in effect between me and the Company to provide that all options which are
vested on the effective date of the termination of my employment, death or
Disability, as applicable, shall be exercisable until the expiration date set
forth in the applicable stock option grant agreement (without regard to the
effect of the termination of my employment, death or Disability, as applicable,
on the term of the option). I acknowledge that pursuant to current applicable
law any stock options amended to provide for exercise by me more than three
months after I cease to be employed by the Company may cease to be eligible for
treatment as federal income tax qualified incentive stock options.
Further, it is my understanding that Section 12(b) of my Employment
Agreement will be amended such that a Change in Control will, by itself,
constitute a Detrimental Change.
Finally, I understand and agree that Section 1(b) of my Employment
Agreement, which provided that upon the occurrence of a Change in Control (as
defined in Section 1(c) of my Employment Agreement) the then current term of my
employment would be extended to the date which is three (3) years after the
effective date of the Change in Control, are hereby amended such that in the
event of a Change in Control the then current term of my employment would be
extended to the date which is two (2) years after the effective date of the
Change in Control.
Section 20 of my Employment Agreement is amended to include this letter as
part of the "entire agreement", with respect to the subject matter of my
employment by the Company. Except as modified by this letter, the terms of my
Employment Agreement shall remain in full force and effect.
/s/ Xxxxx F Xxxxxxxx
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Xxxxx F Xxxxxxxx
Acknowledged:
PRINCETON VIDEO IMAGE, INC.
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
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Title: CEO
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