EXHIBIT 10.25
VITEX
MEMORANDUM
TO: Xxxxxx Xxxxxxx
FROM: Xxxx Xxxx
DATE: December 23, 1997
________________________________________________________________________________
As a follow-up to our discussions of last week, I have reviewed your request and
my associated recommendation with the Board of Vitex. Let me provide you with
the incentives that we plan to put in place to minimally have you stay through a
successful IPO.
As I have stated, it is my sincere hope that you will make a decision to
continue your career with Vitex for a far longer period of time.
If we decide jointly that it is in your best interest to leave prior to
completion of an IPO by Vitex, let me outline the minimum severance package for
which you will be eligible:
1. Base salary will be paid for a period of six months from date of
termination.
2. Health benefits will continue for the six month period of salary
continuation.
3. Accelerated vesting of the next two tranches of your existing options at
the date of termination. You will have 6 months to pay for these options.
Xxxxxx, this program is more generous than the retention program approved by the
board and communicated to the senior management team by memo on Oct. 28, 1997.
Let me know review an even more generous program should you decide to stay
through a successful IPO. For the purposes of this agreement and for you to be
eligible for the enhanced severance arrangement, a successful IPO is one in
which Vitex raises a minimum of $30MM by no later than July 1, 1998.
1. Base salary will be paid for a period of six months from date of
termination.
2. Health benefits will continue for the six month period of salary
continuation.
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XXXXXX XXXXXXX
DECEMBER 23, 1997
3. Accelerated vesting of the next two tranches of your existing options (i.e.
options rewarded prior to December 1997). You will have six months from
the date of termination to exercise these options.
4. You will be eligible for an stock option award based on 1997 performance
along with other key members of the management team. That award will be
determined prior to the end of January, 1998. You will receive accelerated
vesting of the first two tranches of this award. You will have six months
from the date of termination to exercise these options.
5. You would be eligible for any bonus rewarded to the management team for
1997 performance consistent with your individual performance rating and
performance of the management team against 1998 objectives.
6. You would be eligible for a one time cash bonus of 25% of your current base
salary or $39,500.
Please note that you will have 60 days from the time the IPO is completed to
make a decision to leave the company and receive the enhanced severance package.
At the end of the sixty day period you will be only eligible for the minimum
severance package outlined above (should you subsequently be terminated from
Vitex). I would expect you to regard the terms of these agreements as strictly
confidential.
I sincerely hope that you will choose to continue your career indefinitely with
Vitex. Please contact me if any of these terms are not clear or you require
additional information.
