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EXHIBIT 6.3
▇▇▇▇▇.▇▇▇
May 24, 1999
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
80293 ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇, CA 92253
Re: Employment with ▇▇▇▇▇.▇▇▇, Inc.
Dear ▇▇▇▇▇▇▇:
This letter ("Agreement") will confirm our understanding and
agreement regarding your employment with ▇▇▇▇▇.▇▇▇, Inc., a Delaware
corporation (the "Company"). Your employment will commence on May 24, 1999,
subject to the terms and conditions in this Agreement. This Agreement
completely supersedes and replaces any negotiations, discussions,
understandings or agreements, written or oral, express or implied, you and the
Company have had regarding your employment.
1. Effective upon the commencement of your employment on May 24,
1999, your job title will be Chief Executive Officer, and you will
report to the Board of Directors. Your duties and responsibilities
will be those reasonably required to direct, manage and operate the
business of ▇▇▇▇▇.▇▇▇, including any duties which may be assigned
to you from time to time by the Board of Directors.
2. (a) Your base salary will be Twenty-Five Thousand Dollars
($25,000) per month, less applicable withholdings and
deductions, paid on the Company's regular payroll dates. Your
base salary will be reviewed at the time other management
salaries are reviewed by the Board of Directors, and may be
adjusted (up or down) at the Company's discretion in light of
the Company's performance, your performance, market conditions
and other factors deemed relevant by the Company; provided,
however, that your base salary will not be reduced below the
level stated in this Paragraph 2(a) within the first year of
your employment without your consent.
(b) You will be eligible to receive any discretionary bonus that
may be awarded to you by the Board of Directors from time to
time in its sole discretion. No bonus has been promised to
you, and payment of any bonus shall not create an entitlement
or implied promise of future bonuses.
(c) You shall be entitled to participate in the Company's Stock
Option Plan whereby you will be granted stock options to
purchase 400,000 shares for the option price of $1.00 (one
dollar) per share that are immediately vested. In addition
you will be granted stock options to purchase 100,000 shares
for the option price of $1.00 (one dollar), which shall vest
over three years; 1/6 of the amount each six months. All of
your vested options are non-cancelable
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regardless of your employment status and shall have a minimum
term of five years.
3. You will be eligible to participate in the Company's benefits
programs (e.g., health insurance, sick leave, paid holidays, etc.)
on the same basis as other executive-level employees of the
Company, as such programs are established, modified and/or
eliminated by the Company from time to time. No promises have been
made to you concerning the existence of any employee benefits, and
all employee benefits which may be established are subject to
change from time to time in the Company's discretion.
4. You will accrue paid vacation time on a weekly basis, at the rate
of three weeks (fifteen work days) per year. There is a maximum
accrual cap of fifteen days of paid vacation. Once you have accrued
fifteen days of unused paid vacation and reached the accrual cap,
you will not accrue any additional paid vacation until you have
used one or more days of paid vacation.
5. The initial term of this Agreement is approximately one year,
beginning May 24, 1999 and ending May 31, 2000. During the initial
one-year term of your employment, your employment and compensation
may be terminated only for good cause, as defined herein. "Good
cause" means and includes death, disability (unless you remain able
to perform your essential job duties, with or without reasonable
accommodations), commission of any unlawful act in connection with
your employment, commission of a felony or other act of moral
turpitude during your employment (regardless of whether it is
related to the performance of your job duties), voluntary
abandonment of your position, or willful refusal to perform your
job responsibilities. If your employment is terminated by the
Company within the initial one-year term for reasons other than
"good cause" as defined herein, you shall continue to receive your
base salary on the Company's regular payroll dates for the
remainder of the term, as if you continued to be employed for the
full one-year term of this Agreement.
6. After the conclusion of the one-year term described above, this
Agreement and your employment relationship will automatically
terminate without notice. You may resign voluntarily at any time,
and you agree that you will give at least ninety days' advance
notice of your resignation.
7. The Company will reimburse you for documented reasonable and
necessary business expenses incurred by you while engaged in
business activities for the Company's benefit in accordance with
the Company's policies in effect from time to time.
8. You acknowledge that the proprietary information, observations,
data (including without limitation, customer and client lists and
any technical information) obtained while employed or generated by
you concerning the business of the Company or any other affiliate
or subsidiary is confidential ("Confidential Information"), and
therefore, you agree not to disclose to any person unauthorized by
the Company any such Confidential Information during the term of
this Agreement and thereafter. Upon request by the Company, you
agree to turn over all material, written or otherwise, used or
generated in the course of your employment.
9. For one year following termination of your employment, you agree
not to directly or indirectly, whether acting on behalf of yourself
or through some other entity, (a) solicit business from any client
of the Company; and (b) induce or attempt to induce any
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employee of the Company or any of its affiliates or subsidiaries
to leave its/their employ, or in any way interfere with the
relationship between the Company, affiliates or subsidiaries and
employee thereof.
10. As a condition of your employment, you agree that you will abide
by all Company personnel policies and practices, will refrain
from any form of harassment or discrimination, and will cooperate
with other officers, employees, clients, customers and business
associates of the Company in a professional manner, to maximize
the success and stability of the Company. In the event of any
conflicts, the terms of this Agreement will control.
11. This Agreement contains the entire integrated agreement between us
regarding your employment, and no modification or amendment to
this Agreement will be valid unless set forth in writing and
signed by both you and the Chairman of the Board, on behalf of the
Company.
12. To the fullest extent allowed by law, any dispute, controversy or
claim arising out of or relating to this Agreement, the breach
thereof, or any aspect of your employment or the cessation thereof
must be settled exclusively by final and binding arbitration in
Los Angeles County, California, administered by the American
Arbitration Association under its National Rules for the
Resolution of Employment Disputes. Possible disputes covered by
this agreement to arbitrate include ( but are not limited to)
wages, bonus, commission, contract interpretation or enforcement,
discrimination, and other employment-related claims under laws
known as Title VII of the Civil Rights Act, the California Fair
Employment and Housing Act, the Americans with Disabilities Act,
the Age Discrimination in Employment Act, and any other statutes
or laws relating to an employee's relationship with his employer.
However, claims for workers' compensation benefits and
unemployment insurance are not covered by this arbitration
agreement, and such claims may be presented by you to the
appropriate court or state agency as provided by California law.
Judgment upon an award rendered by an arbitrator may be entered in
any court having jurisdiction thereof.
If the terms of this Agreement are acceptable to you, and if you
accept employment with ▇▇▇▇▇.▇▇▇ under the terms described herein, please sign,
date and return the enclosed copy of this letter to me.
Very truly yours,
▇▇▇▇▇.▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, III
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, III
Chairman of the Board of Directors of
▇▇▇▇▇.▇▇▇
ACKNOWLEDGED AND AGREED:
your
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Dated: 5-24-99
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