Exhibit 10.09
Exhibit 10.09 Memorandum of Understanding dated April 5, 0000 xxxxxxx
Xxxxxxx Xxxxxx xxx Xxxxxxxx Xxxxxx Inc.
April 5, 2000
Xx. Xxxxxxx Xxxxxx
00000 Xxxxxxx Xxxxx
Xxx Xxxxx Xxxxx, XX 00000
Re: Amended Memorandum of Understanding
Dear Xxxx,
Xxxxxxx Xxxxxx (herein Burdon)
Innofone Canada Inc. (herein Innofone)
The purpose of the within Memorandum of Understanding (M.O.U.) is to firstly
confirm that all prior agreements and arrangements hereto are null and void.
Further the purpose of this MOU is to outline and confirm the details of our
continuing business arrangements regarding your development of "major financial
institution client relationships and program service providers", on behalf of
and acceptable to Innofone and resulting in a substantial increase in Innofone's
subscriber base on or before September 30, 2000, or such further date that
Innofone may agree to (herein the property).
Both parties have agreed that you will not be entitled to any fees or monetary
compensation whatsoever from Innofone's acquisition of the property, save and
accept your strategic advisor / consulting fees as provided for herein, and
Innofone stock options as outlined in Annex "A" attached hereto and forming part
of this M.O.U.
In addition, Innofone wants you to work on developing additional business
opportunities. In return, you agree to offer Innofone an exclusive on any and
all other telecommunications rebiller, bundled service offerings 'business
opportunities' that you develop. Innofone undertakes that in the event that it
wants
to pursue any of these opportunities that it will fully and adequately fund and
support them. Innofone will not offer you an additional number of Innofone stock
options regarding any new business opportunities beyond those outlined in Annex
"A". Innofone shall have 45 days from receipt of an executive summary and
financial projections prepared by Burdon, to accept or reject any and all new
business opportunities.
Annex "A" has been amended from the past arrangements so as to provide for the
immediate vesting of one million options (1,000,000). This amendment is granted
in consideration of the business opportunities that you have presented to date
and also in consideration of the following:
1. You have given up your entitlement to the license/royalt fees of 2% of
gross sales;
2. You have presented AOL Canada as another client relationship for Innofone
on the basis of a strategic partnership and an wholesale supplier basis;
3. Brought forward Telecommunications analyst Xxxxx Xxxx as a candidate for
appointment to the Board of Directors of Innofone;
4. Increased the number of business relationship opportunities within the CIBC
from at least one to four;
5. Agreed to develop additional opportunities with other Financial
Institutions and Retailers on behalf of Innofone Canada, without additional
compensation.
You shall pursue your strategic advisory and business development role on a non-
exclusive basis and as an independent contractor. Innofone shall not provide you
with any benefits of any type that may otherwise possibly characterize our
relationship in any other form such as an employee We will however, reimburse
you for any pre-approved expenses that you may incur from time to time. You
acknowledge that the strategic advisor fee has been and shall be $8,250 USD per
month from April 1, 2000 until the earlier of the execution of the Primary and
Secondary contract agreements or September 31, 2000. The Primary contract
agreements shall mean the dates on which the contracts have been completed as
provided in Annex A.
We mutually acknowledge and agree that the relationship between us in regard to
the matters outlined in this letter is fiduciary in nature and one of mutual
trust and
reliance and that they owe each other a duty of utmost loyalty and good faith.
We further mutually acknowledge that we each have and may have access to
information and knowledge, including confidential information, relating to all
aspects of each other's individual affairs. The unauthorized disclosure of any
of which to the competitors, customers, or the general public may be highly
detrimental to the best interests of either of us.
This letter and Annex A attached hereto details our understanding. To
acknowledge your acceptance of our agreement I would ask that you sign and
return a copy of this letter and initial Annex A.
Yours truly,
Xxxxx Xxxx
Acknowledged and accepted this day of 2000.
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Xxxxxxx Xxxxxx
Annex A
XXXXXXX XXXXXX or designate
Options shall be granted by Innofone Canada's parent company Xxxxxxxx.xxx
Incorporated an U.S. Public Corporation at a price of $0.50USD and shall be
granted to Xxxxxxx Xxxxxx or his designate as follows:
Primary Contracts
Amount Grant
2,750,000 Upon the earlier of the execution of Visa Desjardins Agreement
or the
launch of the program with respect of the property;
2,750,000 Upon execution of a 2nd Bank Agreement with respect of the
property
Vesting
The vesting period for each individual grant shall be on a quarterly basis and
shall be divided over a 18-month period, with the exception of 1,000,000 options
from the Visa Desjardins agreement which shall be fully vested at the time of
grant. The vesting period for the remaining options will begin the first quarter
following the Qualification for the grant. As per the following example
Grant April 2000 Vest
2,250,000 375,000 July, 2000
375,000 October 2000
375,000 January 2001
375,000 April 2001
375,000 July 2001
375,000 October 2001
Exercising
Burdon shall have a period of (2) Two years from the date of grant, to exercise
each individual option granted.
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Initials
