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EXHIBIT 10.11
CIMETRIX, INC.
000 Xxxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxxxx, XX 00000
(000) 000-0000
SENT BY FACSIMILE (972) 516-9278
May 15, 1997
A Xxxx X. Xxxxxxx
PAJ Software Development
0000 Xxxxxxxx Xxxxx
Xxxxx, Xxxxx 00000
Re: Consulting Agreement
Dear Xxxx:
On behalf of everyone at Cimetrix, I am delighted to offer you a consulting
contract on the following terms and conditions:
1. TERM OF CONTRACT. The term of this Agreement shall be for the period
beginning May 19, 1997 and ending November 30, 1997. The Agreement may
be extended by written mutual agreement of the parties at any time
prior to November 30, 1997.
2. COMPENSATION. For the month of May, PAJ Software Development (PAJ)
shall be paid $5,000 by Cimetrix, which shall be payable not later than
June 15, 1997. For each of the following six months, Cimetrix shall pay
PAJ $10,000 per month, payable not later than fifteen days following
the end of each month.
3. CIMETRIX STOCK OPTIONS. As a result of your service as a member of the
Board of Directors of Cimetrix, you presently have an option to
purchase 10,000 shares of Cimetrix common stock for $7.50 per share.
You will be allowed to exchange this option for a new option to
purchase 10,000 shares at $5.00 per share. In addition, you will be
given an option to purchase 90,000 shares of Cimetrix common stock at
$5.00 per share for your service as both a member of the Board of
Directors of Cimetrix for the term beginning May 31, 1997 and
continuing until the 1998 annual shareholders meeting, and for your
service as a Consultant under the terms of this Agreement. All options
will vest on a pro rata basis over the next twelve months. However, in
the event of a
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sale of a majority of the common stock of Cimetrix, or substantially
all of the assets of Cimetrix, to a third party, all of your options
shall immediately vest.
4. EXPENSES. Cimetrix will reimburse you for all reasonable travel
expenses including, but not limited to, airfare from Dallas to Salt
Lake City on a weekly basis. You may submit your travel expenses for
reimbursement on a weekly or monthly basis, whichever you prefer.
Cimetrix will reimburse you within fifteen days of receipt of your
request.
5. DUTIES AND RESPONSIBILITIES. You be given the title of Executive Vice
President, Software Development. You will have complete responsibility
for all software development by Cimetrix. You will report directly to
me and you shall be included in all executive management decisions. You
shall also serve as a member of the Board of Directors of Cimetrix
until the new election of Directors by the shareholders at the annual
meeting in 1998.
If the terms of this letter agreement are acceptable to you, please sign below
and send it to me by facsimile at (000) 000-0000 at your earliest convenience.
Warmest regards,
/s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
President
AGREED TO BY PAJ SOFTWARE DEVELOPMENT:
/s/ Xxxx X. Xxxxxxx
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By: Xxxx X. Xxxxxxx
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