EXHIBIT 10.9
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XxxxxxxXxxx.xxx, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
November 6, 1998
Xxxxxxx X. Xxxxx
000 Xxxxxxxx Xxxxxx
Xxxx #0
Xxxxxxx, XX 00000
Dear Xxxxxxx:
This letter agreement will document the terms of your employment with
XxxxxxxXxxx.xxx, Inc. (formerly Virtual Knowledge, Inc.) (the "Company") as
approved by the Board of Directors:
1. You will be employed by the Company for a period no less than two years
from today's date or receive the benefits set forth in section 4 below.
2. You will initially have the title of Chairman of the Board.
3. During this two-year period, you will be paid a salary and bonuses, and
will receive equity related compensation, no less than that of the
Company's chief executive officer, which shall be payable on the same terms
and conditions as those for the Company's chief executive officer.
4. At any time during the two years following today's date, if the Company
terminates your employment, the Company will continue to pay you your
salary, and will continue to vest your options according to the schedule in
section 5 below, through the end of such two-year period. This will occur
regardless of whether you obtain other employment.
5. On the date hereof, the Company will grant to you options to purchase an
aggregate of 180,000 shares of the Company's common stock with an exercise
price of $.20 per share (its fair market value) pursuant to the Company's
stock option plan. These options will have ten-year terms and be
exercisable to the extent vested at any time after the date hereof and up
to 90 days after termination of your employment. The shares will vest in 16
equal installments of 11,250 shares, with an installment vesting every
three months, commencing on the date three months from today. Upon a merger
or sale of the Company, the last four installments of shares issuable upon
exercise of these options will vest.
Sincerely,
XXXXXXXXXXX.XXX, INC.
By: /s/ Xxxxx Xxxxx
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Accepted and Agreed to:
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
