EXHIBIT 6.8
XXXX XXXXXXXX
00 Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
September 7, 1999
Xxxxxxxx.xxx, Inc., a Nevada corporation
Xxxxxxxx.xxx, Inc., a Delaware corporation
0000 Xxxxx Xxxxx Xx.
Xxxxx, XX 00000
Attn: Xxxxxx Xxxx, Chairman
Dear Xxxxxx:
Reference is made to my letter to you dated July 28, 1999 and executed
by Xxxxxxxx.xxx, Inc., a Nevada corporation and Xxxxxxxx.xxx, Inc., a Delaware
corporation (the "Company") (the "Letter Agreement") on July 29, 1999. We have
agreed to amend the Letter Agreement as follows: (1) regarding Paragraph 9, the
option grant is increased from 700,000 to 840,000 shares and the total
outstanding common stock of the Company with this new grant: approximately 9.9
million; (2) regarding Paragraph 10, 315,000 options will be exercisable upon
commencement of employment and the balance of 525,000 options will become
exercisable as follows: in six equal semi-annual installments commencing on June
30, 2000 and on each December 31 and June 30 thereafter; and (3) regarding
Paragraph 12, the stock grant of 100,000 additional shares of stock is deleted.
Please indicate your agreement to this amendment by executing it where
indicated below.
Sincerely,
/s/ Xxxx Xxxxxxxx
AGREED TO AND ACCEPTED:
Xxxxxxxx.xxx, Inc., a Nevada corporation
Xxxxxxxx.xxx, Inc., a Delaware corporation
By: /s/ Xxxxxx X. Xxxx
-------------------------
Xxxxxx X. Xxxx, Chairman
XXXX XXXXXXXX
00 Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
July 28, 1999
Xx. Xxxxxx Xxxx
Xxxxxxxx.xxx, Inc. & Lone Oak, Inc.
0000 Xxxxx Xxxxx Xx.
Xxxxx, XX 00000
Dear Xxxxxx:
For good order's sake, I think we should document the terms of the
understanding between Xxxxxxxx.xxx, Inc./Lone Oak, Inc. and me with respect to
my joining the executive team at Xxxxxxxx.xxx as follows:
1. Title: President and Chief Operating Officer (COO).
2. Reporting Relationship: Directly to the Board of Directors (BOD). (Xxxxx
Xxxxxxxxx will continue in a consulting capacity, but will not use the title
of President, Chairman or Chief Executive Officer (CEO)).
3. Responsibility: Overall strategic direction, financing, distribution,
implementation, personnel, and other responsibilities customarily expected
from a President and COO reporting directly to the Board.
4. Term: Three Years.
5. Commencement date: September 7, 1999 (day after Labor Day).
6. Position Location: New York, New York.
7. Base Salary: $200,000 per annum.
8. Bonus: 50% of base salary, based upon achieving certain annual goals,
mutually agreed upon, between the Board and me.
9. Stock Options: Option Grant of 700,000 shares. Exercise Price: $2.00. Total
outstanding with this new grant: approximately 9.0 million.
10. Vesting Schedule: 25% of options (150,000) vest upon commencement of
employment. Balance of shares (450,000) vest ratably ever six months of
employment.
11. Vacation: Four weeks per year.
12. Signing bonus:
- Immediate stock grant of 100,000 additional shares of stock.
- Xxxxxxxx.xxx to pay Xxxx Xxxxxxxx, PC $50,000 for services rendered up
to September 6, 1999.
13. Standard Company Benefit Packages:
- Expenses reimbursed
- Health & Dental Plan; Group Life & Disability Insurance
- Holiday and sick days.
- 401(k) plan.
14. Severance: 12 months. Severance payable at any time if terminated for any
reason other than cause.
15. Guarantee: Xxxxxx Xxxx will personally guarantee salary and bonus (and
severance, if applicable) until such time as the next round of public
financing for Xxxxxxxx.xxx is concluded.
16. Ancillary Responsibilities: I shall be permitted to continue in my duties as
a member of the Boards of the Internet Alliance and The Direct Marketing
Association. Xxxxxxxx.xxx shall become a member of both organizations as
soon as practical. Also, I shall be permitted to provide incidental
consulting services to Prodigy Communications Corp. for a limited period of
time.
17. Tax Consequences. The terms of this agreement may be amended to reduce tax
consequences to me, provided there is no additional cost to Xxxxxxxx.xxx.
We should also plan to create a more formal document at the earliest
possible time. Finally, please keep this matter confidential, until I notify
Prodigy of my resignation. I am one very excited person.
Thanks for creating this opportunity for me.
Sincerely,
/s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx
AGREED TO AND ACCEPTED:
Xxxxxxxx.xxx, Inc./Lone Oak, Inc.
By: /s/ Xxxxxx X. Xxxx, Chairman
----------------------------
July 29, 1999
