EXHIBIT 10.24
VIA FAX
-------
December 18, 2000
Xxxxx Xxxxxxx
c/o xXxxxxxx.xxx, Inc.
0000 X. Xxxxxxx Xxxxxx, Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
Dear Xxxxx:
This letter will amend and restate the Employment Agreement between
xXxxxxxx.xxx, Inc. ("VFIN") and you and provide you a new grant of 150,000
options at an exercise price of $1.00 per share (" Options") which terminate 5
years from the date hereof:
1. Base Annual Salary: $100,000 per annum paid in 24 equal payments with
two payments per month approximately every two weeks.
2. The terms and conditions of this new 150,000 option grant shall be as
follows:
a. In the event that you resign or are terminated WITH CAUSE, then all
NON-VESTED Options at the time of such termination shall expire and
shall be deemed null and void. In the event that you are terminated
without cause, then all non-vested Options at the time of such
termination shall immediately vest;
b. In the event that you resign or are terminated WITH OR WITHOUT CAUSE,
you shall have until the end of the Option Term to exercise Options
which have vested at the time of such resignation or termination after
which time any such vested Options which remain unexercised shall
expire and shall be null and void;
c. In the event that you are terminated and have not exercised certain
vested Options, and the shares of Common Stock underlying such Options
are still unregistered, such Options will not expire or be deemed null
and void until the shares of Common Stock are registered with the
Securities and Exchange Commission. All unregistered non-vested
Options shall expire and shall be deemed null and void at the time of
termination. The Company grants you standard piggyback registration
rights with respect to the common stock underlying the Options.
d. In the event of a change in control, which will be defined and set
forth in an incentive stock option plan (the "Plan") to be filed and
registered at a future date, then all non-vested Options will
accelerate and immediately vest. In the event no Plan is established
then for purposes of this agreement:
"Change of Control" shall mean (i) the occurrence of any event or
transaction or series thereof pursuant to which any person or group
(as used in Rule 13(d)-1 of the Securities Exchange Act of 1934)
acquires beneficial ownership or control in excess of 50% of the
outstanding voting shares of the Company, or (ii) that the directors
of the Company serving on its Board of Directors on the date
immediately preceding such event or transaction or series thereof
shall, in the aggregate, represent less than fifty percent (50%) of
the Board of Directors after such event or transaction or series
thereof.
e. In the event that the outstanding shares of Common Stock of the
Company are changed by (i) any stock dividend, stock split or
combination of shares or (ii) any merger, consolidation or
reorganization of the Company with any other corporation or
corporations, the number of shares
underlying the Options and subject to the Plan shall be
proportionately adjusted. In the event of any such adjustment, the
purchase price per share shall be proportionately adjusted;
f. In the event of your death while you are an employee of VFIN, your
family shall have the right to exercise any vested Options within 180
days after your death;
g. The Options are not assignable or transferable.
h. Except as provided herein below the Options shall expire December 18,
2005 (" Option Term"). The shall have vested and shall vest and be
exercisable pursuant to the following terms and conditions:
a. 3,000 options shall be vested on October 29, 1999;
b. 3,000 options shall vest each month for 11 months beginning
November 28, 1999 and on the 28th day of each much thereafter;
c. 19,500 options shall vest October 28, 2000;
d. 19,500 options shall vest October 28, 2001;
e. 3,000 options shall be vested on June 18, 2000;
f. 3,000 options shall vest each month for 11 months beginning July
18, 2000 and on the 18th day of each much thereafter;
g. 19,500 options shall vest June 18, 2001;
h. 19,500 options shall vest June 18, 2002
3. For purposes of this Agreement and the Options and New Options, "cause"
shall mean: (i) any defalcation or misappropriation by you ("Employee")
of funds or property of the VFIN or any of its affiliates during the
course of his employment with the VFIN; (ii) willful misconduct and
gross negligence; (iii) the conviction of Employee of any felony, or a
misdemeanor involving fraud, dishonest conduct or moral turpitude; (iv)
the willful and continued failure by Employee to substantially perform
his duties (other than any such failure resulting from the Employee's
incapacity due to physical or mental illness) 90 days after demand for
substantial performance has been delivered by the VFIN, in writing,
with such demand specifically identifying the manner in which the VFIN
believes the Employee has not performed as required; or (v) any attempt
by Employee to obtain a personal profit from any transaction in which
Employee has an interest adverse to the VFIN unless such adverse
interest and the potential profit is disclosed in writing and delivered
to and approved by the Board in advance of such transaction including
any unauthorized compensation by Employee obtained in connection with
the VFIN's business or potential business.
4. (a) For purposes of this Agreement, "Confidential Information" means
knowledge, information and material which is proprietary to the Company, of
which Employee may obtain knowledge or access through or as a result of his
employment by the Company (including information conceived, originated,
discovered or developed in whole or in part by Employee during his
employment with the Company). Confidential Information includes, but is not
limited to, (i) technical knowledge, information and material such as trade
secrets, processes, formulas, data, know-how, strategies, analytical
models, improvements, inventions, computer programs, drawings, patents, and
experimental and development work techniques, and (ii) marketing and other
information, such as supplier lists, customer lists, lists of prospective
customers and acquisition targets, marketing and business plans, business
or technical needs of customers, consultants, licensees or suppliers and
their methods of doing business, arrangements with customers, consultants,
licensees or suppliers, manuals and personnel records or data. Confidential
Information also includes any information described above which the Company
obtains from another party and which the Company treats as proprietary or
designates as confidential, whether or not owned or developed by the
Company. Notwithstanding the foregoing, any information which is or becomes
available to the general public otherwise than by breach of this Section 8
shall not constitute Confidential Information for purposes of this
Agreement.
(b)During the term of this Agreement and thereafter, Employee agrees, to
hold in confidence all Confidential Information and not to use such
information for Employee's own benefit or to reveal, report, publish,
disclose or transfer, directly or indirectly, any Confidential Information
to any person or entity, or to utilize any Confidential Information for any
purpose, except in the course of Employee's work for the Company.
(c) Employee will abide by any and all security rules and regulations,
whether formal or informal, that may from time to time be imposed by the
Company for the protection of Confidential Information, and will inform the
Company of any defects in, or improvements that could be made to, such
rules and regulations.
(d) Employee will notify the Company in writing immediately upon receipt of
any subpoena, notice to produce, or other compulsory order or process of
any court of law or government agency if such document requires or may
require disclosure or other transfer of Confidential Information.
(e) Upon termination of employment, Employee will deliver to the Company
any and all records and tangible property that contain Confidential
Information that are in his possession or under his control.
XXXXXXXX.XXX, INC.
By: /s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx, CEO
AGREED TO AND ACCEPTED AS OF THIS 18TH DAY OF
DECEMBER 2000
/s/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
