March 11, 2002 Dave Garwood President
Exhibit 10.6
March 11, 2002
▇▇▇▇ ▇▇▇▇▇▇▇
President
▇.▇. ▇▇▇▇▇▇▇, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Dear ▇▇▇▇,
Thanks for your help as both an active Board Member and a valued advisor to our team.
Please find attached an outline of an agreement to go forward with our working relationship this year. This is a proposed document—please feel free to make any comments or changes.
Regarding the previous agreement—without a lot of detailed research—it appears to me that you lived up to better than half of
your end of the bargain. I have proposed to ▇▇▇ that we vest 15,000 of the 25,000 shares of that agreement for you now. If that doesn’t feel appropriate from your perspective, don’t hesitate to discuss this on our next call.
I would like to go forward with our new relationship from a March 1, 2002 start date, for a six-month term, 25,000 shares, and
review our progress every 2 months.
Please review this at your earliest convenience. I have really valued your
input to date—and expect that you will have a significant impact in our success going forward.
Very sincerely,
/s/ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Chief Technology Officer
Pelion Systems,
Inc.
(▇▇▇) ▇▇▇-▇▇▇▇ ▇ ▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ mobile
▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
June 10, 2002 Update—Based upon feedback from ▇▇▇▇ ▇▇▇▇▇▇▇ per the above
proposal, the shares were increased from 25,000 to 30,000 to support a daily rate of $1,500 per day.
Combining
this with Dave’s previous agreement on options, the total shares to date would be:
15,000
shares original agreement
30,000 shares this agreement
45,000 |
shares total to date |
SERVICES AGREEMENT—updated June 11, 2002
| Relationship: |
Technical Advisor | |
| Term: |
March 1, 2002 to August 31, 2002 | |
| Compensation: |
Stock Options |
Spirit of Agreement
This agreement formalizes a mutually beneficial relationship between Pelion Systems, Inc. and ▇▇▇▇ ▇▇▇▇▇▇▇. In addition to Dave’s services to Pelion on its Board of
Directors, this agreement outlines specific activities that the management team and ▇▇▇▇ ▇▇▇▇▇▇▇ will work together on.
Activities
1. Messengering—▇▇▇▇ will assist Pelion in defining, refining, and delivering a
message that will maximize Pelion’s ability to generate sales and solve compelling customer problems.
2. ERP Integration—▇▇▇▇ will assist Pelion in its efforts to collaborate with current and future ERP applications by ensuring that Pelion’s vision is achievable, relevant, and deploys the most total cost
effective methods for providing a demand driven supply chain management solution.
3. Business
Impact—▇▇▇▇ will assist Pelion in structuring solutions that will provide real business value and solve compelling business problems for its customers.
4. Lead Generation—▇▇▇▇ will provide ideas on entry points to potential client relationships based upon his extensive contacts and knowledge of opportunities in the manufacturing
arena. When appropriate, ▇▇▇▇ will provide contacts information that Pelion will treat with great respect.
5. Customer Calls—Pelion may ask ▇▇▇▇ to participate in some conference calls or site visits with potential customers in an effort to provide additional value to Pelion’s potential customers and to assist
in explaining the Pelion vision.
6. Co-marketing. As appropriate, Pelion
and ▇.▇. ▇▇▇▇▇▇▇, Inc. will cooperate on Internet links, white papers, and other marketing tools.
Compensation
30,000 stock options, vesting 1/6th or 5,000 shares on the 1st day of the month following the month that services were provided in.
Performance Metrics
Performance will be reviewed every 2 months, or 3 times during the term of this agreement. Both parties agree to make the appropriate adjustments to meet with the spirit of this agreement.
Time Commitment
It
is expected that ▇▇▇▇ will devote 2 days of time per month in support of this agreement. ▇▇▇▇ will use his professional discretion in accumulating an appropriate amount of time per month, given that his work will usually not be completed in
precisely one-day units of time. If the time commitment turns out to deviate significantly from this plan, that issue will be addressed in the bi-monthly review.
Expenses
Pelion Systems, Inc. will pay reasonable travel expenses in full for
visiting customers or for traveling to promote Pelion and its products.