XxxXxxx.xxx, Inc.
Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx 00000
Phone: 000-000-0000 Fax: 000-000-0000 July 1, 1999
Xxxxxx X. Xxxxxxxxx
00 Xxxxxxxx Xxxxx
Xxxxxx, Xxx Xxxx 00000
SEVERANCE AND CONSULTANCY AGREEMENT AMENDMENT
Dear Xxxxxx,
This will constitute and confirm our amendment ("Amendment") to the Severance
and Consultantcy Agreement ("Agreement") dated as of December 31, 1998 between
Xxxxxx X. Xxxxxxxxx ("Xxxxxxxxx") and Ergovision, Inc. ("Company") as follows:
1. Xxxxxxxxx and Ergovision agree that the $75,000 in Section 2(a) shall be
paid as follows:
(a) $65,000 payable in thirteen (13) equal payments of $5,000 each
commencing, August 1, 1999; and
(b) $10,000 credited against the exercise of 10,000 shares of the
Options granted in the name of Xxxxxxxxx and the issuance of 10,000
shares of Common Stock to Xxxxxxxxx, thereby reducing the Options to
40,000 shares in Section 5. Xxxxxxxxx may sign a Stock Option
Exercise Form And Instructions so that the shares issued to him upon
exercise may be transferred by Xxxxxxxxx as a gift as custodian for
his three minor children 2,500 shares each, and 2,500 shares to his
adult daughter. Xxxxxxxxx and each party receiving such shares shall
sign the form of Investment Letter attached as Exhibit A before
receiving such shares.
2. Section 3, "five (5) business days per month" is amended to read "two (2)
business days per month".
3. All other terms and conditions of the Agreement remain in full force and
effect.
If the foregoing is in accordance with your understanding of the Agreement as
amended between us, will you kindly signify same by signing this Amendment in
the space provided below.
Sincerely,
Agreed and Accepted XxxXxxx.xxx, Inc.
as of the above date
/s/ Xxxxxx X. Xxxxxxxxx /s/ Xxxx X. Xxxxx
-------------------------- ----------------------------
Xxxxxx X. Xxxxxxxxx Xxxx X. Xxxxx
President
STOCK OPTION EXERCISE FORM
AND INSTRUCTIONS
TO: Xxxx X. Xxxxx, President
XxxXxxx.xxx, Inc.
FROM: Xxxxxx X. Xxxxxxxxx
DATE: July 1, 1999
RE: Exercise of Stock Option
1998 Stock Option Plan
In accordance with the Stock Option granted to me on July 1, 1998, I
hereby exercise my option to purchase 10,000 shares at $1.00 per share of the
Common Stock, $.001 par value, of XxxXxxx.xxx, Inc. on the above date for a
total consideration of $10,000. These shares have not been registered under the
Securities Act of 1933, as amended.
Certificates for the shares issued to me upon this exercise are to be
issued in the following names and denominations, pursuant to gifts thereof I
have made to such persons without consideration therefore:
Xxxxxx X. Xxxxxxxxx as custodian:
Xxxxxx X. Xxxxxxxxx 2,500 shares - Soc. Sec. # ###-##-####
Xxxxxx X. Xxxxxxxxx 2,500 shares - Soc. Sec. # ###-##-####
Xxxxxxx X. Xxxxxxxxx 2,500 shares - Soc. Sec. # ###-##-####
Xxxxxx Xxxxxx 2,500 shares - Soc. Sec. # ###-##-####
Signature: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------
Print Name: Xxxxxx X. Xxxxxxxxx
Soc. Sec.# ###-##-####
Address: 00 Xxxxxxxx Xxxxx
Xxxxxx, Xxx Xxxx 00000
July 1, 1999
Xx. Xxxx X. Xxxxx, President
XxxXxxx.xxx, Inc.
Xxx Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
INVESTMENT LETTER
Dear Xx. Xxxxx:
This will confirm our agreement as follows:
1. The undersigned is receiving Two Thousand and Five Hundred (2,500)
shares (the "Shares") of Common Stock, $.001 par value per share, of
XxxXxxx.xxx, Inc. ("EyeCity") which stock has not been registered under the
Securities Act of 1933, as amended (the "Act"). The shares were gifted to the
undersigned by Xxxxxx Xxxxxxxxx, without any consideration paid by the
undersigned therefor.
2. The undersigned covenants and agrees that the Shares of EyeCity's
Common Stock which the undersigned is acquiring hereby, is being acquired by the
undersigned, for its own account for investment only and not with a view to the
distribution of all or any part thereof, as the phrases "investment only" and
"distribution" have meaning under the Act or for the sale in connection with any
distribution, and that such Shares will not be transferred except in accordance
with the registration requirements of the Act or as applicable, exception from
such registration requirements under the Act. The undersigned acknowledges and
understands that under existing law (i) all of such Shares may be required to be
held indefinitely unless they are subsequently registered under the Act or an
exemption from such registration is available, (ii) any sales of such Shares in
reliance upon Rule 144 promulgated under the Act may be made only in amounts in
accordance with the terms and conditions of that Rule, and (iii) in the case of
securities to which that Rule is not applicable and which are not registered,
compliance with Regulations promulgated under the Act or some other disclosure
exemption will be required.
3. The undersigned covenants and agrees that the certificates
representing such Shares of Common Stock shall contain the following legend, or
one similar thereto:
The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act") and may not
be sold, transferred, pledged or hypothecated without an effective
registration statement under the Act being then in effect as to such
shares or an opinion of counsel satisfactory to the Company that such
registration statement is not required in order to comply with the
Act.
/s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Xxxxxx X. Xxxxxxxxx
Address: 00 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Soc. Sec. No.: ###-##-####
XxxXxxx.xxx, Inc.
00 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000
Phone: 000-000-0000 Fax: 000-000-0000
September 30, 1999
Xxxxxx X. Xxxxxxxxx
00 Xxxxxxxx Xxxxx
Xxxxxx, Xxx Xxxx 00000
SEVERANCE AND CONSULTANCY TERMINATION AGREEMENT
Dear Xxxxxx,
In consideration of the payments referred to below and in full satisfaction of
the Company's obligations to Xxxxxx X. Xxxxxxxxx, this will constitute and
confirm our agreement to terminate the Severance and Consultancy Agreement
("Agreement") dated as of December 31, 1998, as amended on July 1, 1999 ("First
Amendment"), between Xxxxxx X. Xxxxxxxxx ("Xxxxxxxxx") and XxxXxxx.xxx, Inc.,
formerly known as Ergovision, Inc. ("Company") as follows:
1. Xxxxxxxxx and Ergovision agree that of the $75,000 payable under Section
2(a) of the First Amendment there is a balance of $60,000 which shall be
paid as follows: (x) seven (7) equal payments of $5,000 each commencing,
October 1, 1999 for an aggregate of $35,000 in cash and (y) $25,000
credited against the exercise of 25,000 shares of the Options granted in
the name of Xxxxxxxxx and the issuance of 25,000 shares of Common Stock to
Xxxxxxxxx upon such exercise of such options on execution of this
Termination Agreement, receipt whereof is hereby acknowledged by
Xxxxxxxxx. If any monthly payment is not timely made, the Company shall
have 5 business days after receipt of notice of such non-payment to cure
the default. Failure to cure such default shall result in the acceleration
of all payments due to this paragraph 2.
2. Xxxxxxxxx and Ergovision agree that of the $60,000 in Section 3 there is a
balance of $30,000 which shall be paid as follows:
(a) $15,000 payable in one payment of $15,000, on execution of this
Termination Agreement and, receipt whereof is hereby acknowledged by
Xxxxxxxxx, on execution of this Termination Agreement.
(b) $15,000 credited against the exercise of the balance of 15,000
shares of the Options granted in the name of Xxxxxxxxx and the
issuance of 15,000 shares of Common Stock to Xxxxxxxxx, upon such
exercise of such options, on execution of this Termination
Agreement, receipt whereof is hereby acknowledged by Xxxxxxxxx, in
full satisfaction of all Options including those referred to in
Section 5. Xxxxxxxxx shall sign the form of Option Exercise and
Investment Letter attached as Exhibit A and B concurrently herewith.
3. Xxxxxxxxx confirms that except as provided above, no further amounts,
including expenses pursuant to Section 5 of the Agreement, are owed to
him.
4. The provisions of Sections 1,4,7,9, 11,19 and 22 shall survive the
termination of the Agreement, as amended, hereby.
If the foregoing is in accordance with your understanding of the Agreement as
amended between us, will you kindly signify same by signing this Termination in
the space provided below.
Sincerely,
Agreed and Accepted XxxXxxx.xxx, Inc.
as of the above date
/s/ Xxxxxx X. Xxxxxxxxx /s/ Xxxx X. Xxxxx
------------------------------- -------------------------------------
Xxxxxx X. Xxxxxxxxx Xxxx X. Xxxxx, President
September 30, 1999
Xx. Xxxxxx X. Xxxxxxxxx
00 Xxxxxxxxx Xxxxx
Xxxxxx, XX 00000
INVESTMENT LETTER
Dear Xxxxxx:
This will confirm our agreement as follows:
1. The undersigned is receiving Forty Thousand (40,000) shares (the
"Shares") of Common Stock, $.001 par value per share, of XxxXxxx.xxx, Inc.
("EyeCity") which stock has not been registered under the Securities Act of
1933, as amended (the "Act"). The shares were gifted to the undersigned by
Xxxxxx Xxxxxxxxx, without any consideration paid by the undersigned therefor.
2. The undersigned covenants and agrees that the Shares of EyeCity's
Common Stock which the undersigned is acquiring hereby, is being acquired by the
undersigned, for its own account for investment only and not with a view to the
distribution of all or any part thereof, as the phrases "investment only" and
"distribution" have meaning under the Act or for the sale in connection with any
distribution, and that such Shares will not be transferred except in accordance
with the registration requirements of the Act or as applicable, exception from
such registration requirements under the Act. The undersigned acknowledges and
understands that under existing law (i) all of such Shares may be required to be
held indefinitely unless they are subsequently registered under the Act or an
exemption from such registration is available, (ii) any sales of such Shares in
reliance upon Rule 144 promulgated under the Act may be made only in amounts in
accordance with the terms and conditions of that Rule, and (iii) in the case of
securities to which that Rule is not applicable and which are not registered,
compliance with Regulations promulgated under the Act or some other disclosure
exemption will be required.
3. The undersigned covenants and agrees that the certificates
representing such Shares of Common Stock shall contain the following legend, or
one similar thereto:
The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act") and may not
be sold, transferred, pledged or hypothecated without an effective
registration statement under the Act being then in effect as to such
shares or an opinion of counsel satisfactory to the Company that such
registration statement is not required in order to comply with the
Act.
/s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxxx
Address: 00 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Soc. Sec. No.: ###-##-####
Exhibit A
STOCK OPTION EXERCISE FORM
AND INSTRUCTIONS
TO: Xxxx X. Xxxxx, President
XxxXxxx.xxx, Inc.
FROM: Xxxxxx X. Xxxxxxxxx
DATE: September 30, 1999
RE: Exercise of Stock Option
1998 Stock Option Plan
In accordance with the Stock Option granted to me on July 1, 1998, I
hereby exercise my option to purchase 40,000 shares at $1.00 per share of the
Common Stock, $.001 par value, of XxxXxxx.xxx, Inc. on the above date for a
total consideration of $40,000. These shares have not been registered under the
Securities Act of 1933, as amended.
Signature: /s/ Xxxxxx X. Xxxxxxxxx
Print Name: Xxxxxx X. Xxxxxxxxx
Soc. Sec. # ###-##-####
Address: 00 Xxxxxxxx Xxxxx
Xxxxxx, Xxx Xxxx 00000
