EXHIBIT 10.1
[LETTERHEAD OF XXXXXX.XXX APPEARS HERE]
Xxxx Xxxxxxx
xxxxxx.xxx, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Re: Employment at xxxxxx.xxx, Inc.
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Dear Xxxx:
This letter agreement (the "Letter Agreement") is entered into as of
January 25, 1999 (the "Effective Date"), by and between xxxxxx.xxx, Inc., a
Delaware corporation (the "Company"), and Xxxx Xxxxxxx, an individual
("Employee").
1. Employment and Duties. Commencing on January 25, 1999 Employee will
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serve as Senior Vice President, Sales of the Company on a full-time basis.
2. At-Will Employment. Employee's employment with the Company is for no
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specified period and constitutes at-will employment. As a result, Employee is
free to resign at any time, for any reason or for no reason. Similarly, the
Company is free to conclude its employment relationship with Employee at any
time, with or without cause.
3. Salary. For all services to be rendered by Employee pursuant to this
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Letter Agreement, the Company agrees to pay Employee during Employee's period of
employment a salary at an annual rate of $120,000 (the "Salary"). The Salary
shall be paid in periodic installments in accordance with the Company's regular
payroll practices. The Company agrees to review the Salary annually and to make
increases, if any, as the Company may approve in its sole discretion.
4. Stock Options.
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(a) Base Option. In partial consideration of Employee's services,
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Employee shall receive an option (the "Base Option") to purchase 24,000 shares
(on a pre-split basis) of the Company's Common Stock, vesting as follows,
provided that Employee remains an employee of the Company on each such date:
one-half (1/2) of the shares subject to the Base Option will vest and become
exercisable on January 31, 2000, and an additional one-twenty-fourth (1/24) of
such shares will vest and become exercisable on the last day of each calendar
month thereafter. Notwithstanding
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the foregoing, (i) 50% of the shares subject to Base Option shall accelerate and
become immediately exercisable in the event of an IPO, as defined in Employee's
Stock Option Agreement, and (ii) 100% of such shares shall accelerate and become
immediately exercisable in the event of a Change of Control of the Company or
the involuntary termination of Employee without Cause, as such terms are defined
in Employee's Stock Option Agreement. The exercise price per share shall be
$0.50. The Base Option will be granted pursuant to a Stock Option Agreement
between Employee and the Company, which will include such additional terms and
conditions as are satisfactory to counsel for the Company. The issuance and
terms of the Base Option are subject to approval by the Company's Board of
Directors.
(b) Performance Option. In partial consideration of Employee's
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services, Employee shall receive a second option (the "Performance Option") to
purchase 55,000 shares (on a pre-split basis) of the Company's Common Stock,
vesting in accordance with the following schedule:
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Performance Criteria (each a "Milestone"): Shares Vested
(Pre-Split Basis)
US $75,000 in revenue generated through delivery
of virtual tours in April 1999. 5,000
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Direct Sales Force fully in place on or before May 30, 5,000
1999. Note: The force will be considered "fully in place"
when the following members are full-time employees of the
Company: 7 Regional Directors and 62 District Sales Managers
or Account Executives.
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US $120,000 in revenue generated through delivery of
virtual tours in May 1999. 3,750
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Orders received for 3,000 virtual tours in May 1999. 1,250
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US $250,000 in revenue generated through delivery of virtual
tours in June 1999. 7,500
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Orders received for 4,000 virtual tours in June 1999. 2,500
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US $350,000 in revenue generated through delivery of virtual
tours in July 1999. 3,750
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Orders received for 5,000 virtual tours in July 1999. 1,250
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US $500,000 in revenue generated through delivery of virtual
tours in August 1999. 3,750
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Orders received for 6,000 virtual tours in August 1999. 1,250
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US $750,000 in revenue generated through delivery of virtual
tours in September 1999. 3,750
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Orders received for 7,000 virtual tours in September 1999. 1,250
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Fourth Quarter 1999 performance goals to be determined. 15,000
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TOTAL: 55,000
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In the event that Employee reaches a Milestone specified above for a given
period, all shares subject to the Performance Option corresponding to such
period will vest on the last day of such period. In the event that Employee
fails to reach a Milestone specified above for any given period, no shares
subject to the Performance Option corresponding to such period will vest
during such period or at any time thereafter. The parties agree that the
shares subject to the Performance Option corresponding to April, May, June,
July, August and September 1999 are fully vested. The exercise price per
share shall be $0.50. The Performance Option will be granted pursuant to a
Stock Option Agreement between Employee and the Company, which will include
such additional terms and conditions as are satisfactory to counsel for the
Company. The issuance and terms of the Performance Option are subject to
approval by the Company's Board of Directors.
(c) Option for Internet Marketing Advisory Board. In the event
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Employee assembles and fully implements an Internet Marketing Advisory
Board for the Company consisting of a group of real estate professionals
acceptable to the Company, Employee shall receive a third option (the "IMAB
Option") to purchase 10,000 shares (on a pre-split basis) of the Company's
Common Stock. The Company and Employee agree that Employee assembled and
fully implemented the Internet Marketing Advisory Board on or around April
1, 1999. All shares subject to the IMAB Option will be fully vested at the
time of grant. The exercise price per share shall be $0.75. The IMAB Option
will be granted pursuant to a Stock Option Agreement between Employee and
the Company, which will include such additional terms and conditions as are
satisfactory to counsel for the Company. The issuance and terms of the IMAB
Option are subject to approval by the Company's Board of Directors.
5. Other Benefits.
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(a) Cash Allowances. In addition to the Salary, during the
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Employment Period, Employee shall receive the following monthly allowances
on an accountable basis (collectively, the "Cash Allowances"): (i) a
housing allowance not to exceed $2,000; (ii) an airfare allowance not to
exceed $1,000 per month for personal commute from Los Angeles to San
Francisco; and (iii) a car allowance not to exceed $500. In the event the
Company is relocated to the Los Angeles region, the Company shall
immediately cease paying Employee the Cash Allowances.
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(b) General. In addition to the Cash Allowances set forth in Section
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5(a), during the Employment Period, Employee shall be entitled to participate in
all other employee benefit plans, programs, insurances, and perquisites of the
Company accorded to other employees of the Company at Employee's same or similar
level of seniority. The Company may modify the benefits it offers to its
employees from time to time as it deems necessary.
6. Vacations and Holidays. Employee shall be entitled to the amount of
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paid vacation and Company holidays accorded to employees of the Company at
Employee's same or similar level of seniority in accordance with the Company's
policies in effect from time to time; provided, however, that such amount of
paid vacation shall in no event be less than two (2) weeks annually.
7. Termination Benefits. In the event Employee's employment terminates,
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then Employee shall be entitled to receive severance and other benefits, if any,
in accordance with the Company's written policies, if any, in effect from time
to time for employees of the Company at Employee's same or similar level of
seniority. In addition:
(a) If the Company terminates Employee's employment for Cause or if
Employee voluntarily terminates his employment without Good Reason (as defined
below), the Company's obligation to compensate Employee shall in all respects
cease as of the termination date, except that the Company shall pay Employee the
Salary accrued under Section 3, the value of any accrued vacation time pursuant
to Section 5.1 hereof, and the reimbursable expenses incurred under Section 5(a)
up to such termination date (the "Accrued Obligations");
(b) If Employee's employment is terminated due to the death of
Employee, the Company's obligation to compensate Employee shall in all respects
cease as of the termination date, except that within thirty (30) days after the
termination date, the Company shall pay Employee's estate or legal
representative the Accrued Obligations;
(c) If Employee's employment is terminated upon the permanent
disability of Employee, the Company's obligation to compensate Employee with
respect to the Salary (as in effect on the termination date) shall continue for
twelve (12) months following such termination. In addition, the Company shall
pay Employee any Accrued Obligations; and
(d) If Employee's employment is terminated by the Company without
Cause, or by Employee for Good Reason, the Company's obligation to compensate
Employee shall in all respects cease, except that within thirty (30) days after
the termination date, the Company shall pay Employee the Accrued Obligations and
during the period ending on the expiration of the fourth month following the
termination date the Company shall pay to Employee each month one-twelfth
(1/12th) of the annual Salary of Employee in effect at the termination date
(the "Continuation Payments"). Notwithstanding the foregoing, in the event such
termination without Cause occurs within two (2) years of a Change of Control of
the Company, the full amount of the Continuation Payments will be paid in a lump
sum within ten (10) days of such Change of Control. The Company
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shall be excused from its obligations to make the Continuation Payments if
Employee breaches his obligations under this Agreement or the Confidentiality
Agreement (as defined below).
"Good Reason" means: (1) because the Company has materially reduced the title,
role or responsibilities of Employee; provided, however, that a reduction in
duties, position or responsibilities solely by virtue of the Company being
acquired and made part of a larger entity shall not constitute "Good Reason;"
(2) because the Company has reduced Employee's Salary from the level in effect
immediately prior to such change, with the exception of a company-wide reduction
of compensation due to economic considerations; (3) because the Company has
breached any material term of this Agreement; or (4) because the Company has
relocated its principal place of business more than 35 miles from its current
location.
8. Confidential Information. Employee will be expected to sign and
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comply with the Company's Employment, Confidential Information, Invention
Assignment and Arbitration Agreement (the "Confidentiality Agreement"), which
requires, among other provisions, the assignment of patent rights to any
invention made during Employee's employment at the Company and nondisclosure of
proprietary information.
9. Miscellaneous. This Letter Agreement, and any written plan or
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agreement referred to herein (including Employee's Stock Option Agreements),
represent the entire agreement and understanding between the parties as to the
subject matter hereof and supersede all prior or contemporaneous agreements,
whether written or oral. No waiver, alteration, or modification of any of the
provisions of this Letter Agreement shall be binding unless in writing and
signed by duly authorized representatives of the parties hereto. Failure or
delay on the part of either party hereto to enforce any right, power, or
privilege hereunder shall not be deemed to constitute a waiver thereof.
Additionally, a waiver by either party or a breach of any promise hereof by the
other party shall not operate as or be construed to constitute a waiver of any
subsequent waiver by such other party. Whenever possible, each provision of this
Letter Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Letter Agreement is held to
be invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability will
not affect any other provision or any other jurisdiction, but this Letter
Agreement will be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision had never been contained
herein. This Letter Agreement shall be governed by and construed in accordance
with the internal substantive laws, and not the choice of law rules, of the
State of California.
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Kindly confirm your agreement with, and acceptance of, all of the foregoing
by signing this Letter Agreement where indicated below.
Very truly yours,
XXXXXX.XXX, INC.
By: /s/ Xxxxxxx X. XxXxxxx
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Name: Xxxxxxx XxXxxxx
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Title: Chairman & Chief Executive Officer
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UNDERSTOOD AND AGREED:
XXXX XXXXXXX
/s/ Xxxx Xxxxxxx
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Signature
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), dated as of
October 22, 1999, between xxxxxx.xxx, Inc., a Delaware corporation (formerly
known as Jutvision Corporation) (the "Company"), and Xxxx Xxxxxxx, ("Employee"),
amends the Letter Agreement, entered into as of January 25, 1999, between
xxxxxx.xxx and Employee (the "Agreement").
IN CONSIDERATION of the mutual promises and covenants contained herein, and
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties agree as follows:
1. Base Salary. Effective October 1, 1999, the Base Salary set forth in
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Section 3 of the Agreement is increased to an annual rate of $220,000.
2. Miscellaneous. Except as expressly amended hereby, the Agreement is,
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and shall remain, in full force and effect and each and every term and condition
thereof is hereby confirmed, continued and ratified. All terms defined in the
Agreement, except as otherwise defined herein, shall have the same meanings
where used herein. This Amendment may not be altered, amended or modified in any
way except by a writing signed by both parties. This Amendment may be executed
by exchange of signature pages by facsimile and/or in any number of
counterparts, each of which shall be an original as against the party whose
signature appears thereon and all of which together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
XXXXXX.XXX, INC. XXXX XXXXXXX
By: /s/ Xxxxxxx X. XxXxxxx /s/ Xxxx Xxxxxxx
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Name: Xxxxxxx X. XxXxxxx
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Title: Chairman and CEO
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