June 22, 2000
J. Xxxxx Xxxxxxx
C/O Directrix, Inc.
000 Xxxx 00xx Xxxxxx, Xxxxx 00X
Xxx Xxxx, Xxx Xxxx 00000
Re: Employment Agreement effective as of March 15, 1999
Dear Xx. Xxxxxxx:
We refer to the Employment Agreement between Directrix, Inc. and you effective
as of March 15, 1999 ("Employment Agreement"). All terms not otherwise defined
herein shall have the same meaning as in the Employment Agreement. We also refer
to the Option Agreement dated July 15, 2000 ("Original Option") which granted
you an option to acquire 50,000 shares of Directrix Common Stock at an exercise
price of $6.4375 per share and which provided for one third of the options to
vest 6 months after grant, a second one-third to vest 12 months after grant and
the final one-third to vest 18 months after grant.
1. Salary Reduction. At our request, you have agreed to a temporary
reduction in your Base Salary from $405,169 to $205,000 effective with the pay
period beginning June 24, 2000 and through the end of our fiscal year ended
March 31, 2001.
2. Option Replacement. In consideration of your agreement to the
reduction in your Base Salary provided for above, we will replace the Original
Option previously granted to you with the attached Option Agreement ("New
Option"). The New Option is the same as the Original Option except that the New
Option provides for an exercise price of $4.00 per share and the New Option is
fully vested. The Original Option is hereby cancelled.
If the foregoing correctly reflects you agreement with the matters provided for
herein, please sign below.
We appreciate your support of Directrix.
Sincerely,
DIRECTRIX, INC.
By:_________________________________
Xxxxxx X. XxXxxxxx, Xx.,
President
AGREED TO:
____________________________________
J. Xxxxx Xxxxxxx
