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Exhibit 10.13
September 5, 1997
Mr. Xxxxxx Xxxxxx
000 Xxx Xxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxxx 00000
Dear Xxxxx:
We are pleased to offer you employment with Clear With Computers, Inc., a
Minnesota corporation (the "Company"), upon the terms and conditions set forth
in this letter agreement.
1. SCOPE OF EMPLOYMENT. You will serve in a full-time capacity as Director
of Strategic Marketing of the Company. Your employment will become effective on
September 10, 1997.
2. ANNUAL SALARY. Your annual salary will be $120,000 per year, payable in
equal monthly installments in accordance with the Company's standard payroll
schedule (subject to all applicable withholdings required by law).
3. COMMISSIONS. You shall be paid by the Company not later than seven days
after the end of fiscal quarter of the Company a commission equal to 1.5 percent
of all license fees invoiced by the Company for the Company's Signature Plus
product during such fiscal quarter (the "Signature Plus Commissions"). In
addition to the Signature Plus Commissions, if you make reasonable efforts to
substantiate that Trilogy, Inc. owes you certain commissions (the "Trilogy
Commissions") and that such Trilogy Commissions have not been paid to you, the
Company shall (a) pay to you the aggregate amount of $50,000 cash (the "Cash
Payment") and (b) grant you options to purchase 50,000 shares of common stock of
the Company (the "Lost Commission Options"). The Lost Commission Options shall
be paid to you by the Company in equal quarterly installments over a four year
period commencing on the date that you provide the substantiation described
above. The amount of Signature Plus Commissions and the Cash Payment shall be
subject to all applicable withholdings required by law.
4. BENEFITS. As an employee of the Company, you will be eligible to
participate in the Company-sponsored benefits that are available generally to
other employees of the Company.
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5. EXPENSES. During the period of your employment, you will be reimbursed
for reasonable and necessary expenses incurred on behalf of the Company in
accordance with the Company's expense reimbursement policy.
6. STOCK OPTIONS. You will be granted an incentive stock option (the
"Option") to purchase 25,000 shares of common stock of the Company (the "Option
Shares"). The Option Shares and the Lost Commission Options shall have an
exercise price (subject to adjustment) of $2.63 per share and shall be granted
pursuant to the Company's 1997 Stock Plan. In addition each of the Options and
the Lost Commission Options will be subject to a vesting schedule whereby such
Options and such Lost Commission Options will vest in equal successive yearly
installments over a four-year period.
7. WAIVERS AND AMENDMENTS. This letter agreement may be amended,
superseded, cancelled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by the parties or, in the
case of a waiver, by the party waiving compliance. No delay on the part of any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof.
8. ASSIGNMENT. This letter agreement, and any rights and obligations
hereunder, may not be assigned by you. This letter agreement shall inure to the
benefit of and be binding upon the successors and assigns of the Company.
9. GOVERNING LAW. This letter agreement shall be governed by, and construed
in accordance with, the laws of the State of Massachusetts, without regard to
the conflicts of law principles thereof.
10. COUNTERPARTS. This letter agreement may be executed in counterparts,
both of which when so executed shall be deemed an original and all of which
together shall constitute one and the same instrument.
This letter agreement contains all of the terms of your employment with
the Company and supersedes any other understandings, oral or written, between
you and the Company. Any additions or modifications of these terms will only be
effective if they are in writing and signed by you and a representative of the
Company authorized by the Board of Directors to sign any such addition or
modification.
If this letter agreement accurately reflects all of the terms of your
employment with the Company, please sign and return to me the enclosed copy of
this letter agreement.
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We are extremely excited to have you as part of the team, and look forward
to working with you on building a very successful and rewarding business.
Sincerely,
CLEAR WITH COMPUTERS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President & CEO
Accepted and agreed to on this
9th day of September, 1997
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
