0Xxxxxxxxx.xxx
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxx xxx Xxx, Xxxxxxxxxx 00000
Xx. Xxxxxxxx Weisdorn
00000 Xxxx Xxxxx Xxxxx
Xxxxxx, XX 00000
Re: Management Change Agreement
-------------------------------
Dear Xxxxxxxx:
This letter agreement ("Agreement") dated as of May 30, 2000, confirms our
agreement in connection with your continuation as Chairman of the Board of
Directors ("Board") of 0Xxxxxxxxx.xxx ("3D"), resignation of the position of
Chief Executive Officer, and acceptance of the position of Chairman of the
Executive Committee of the Board, pursuant to the following terms:
1. Subject to confirmation by the Board (which confirmation was obtained
on May 24, 2000), you will serve as 3D's Chairman of the Board and as
Chairman of the Executive Committee of the Board, and 3D will employ
you in those capacities beginning on May 18, 2000 ("Hire Date"). In
that capacity, you will advise, instruct and mentor Xxxxx Xxxxxxx to
facilitate a smooth transition into the performance of his C.E.O.
duties.
2. Your initial employment term will be for a period of 1 year, and will
be automatically renewed for consecutive 1-year periods absent contrary
action by the Board (collectively, "Term").
3. Subject to your execution of a general release of claims in a form
satisfactory to 3D, if you are terminated by 3D prior to expiration of
the Term other than for cause, you will be entitled to "Severance
Payments" equal to your Compensation (as defined below) for six months.
These Severance Payments will be made at such times and in such amounts
as they would have been made had you remained continually employed by
3D. Any prior acceleration of any compensation payments made to you
shall be taken into account for purposes of determining the amount of
such Severance Payments.
4. You will receive cash compensation during the Term at the rate of
$150,000 per annum ("Compensation") (i.e., $12,500 monthly). You will
be eligible for such bonuses and other forms of supplemental
compensation as may from time to time be approved by the Board. Your
rate of Compensation will be subject to review by the Board of
Directors not less often than annually in connection with the annual
review of officer compensation generally.
5. Upon your acceptance of this Agreement, it will be recommended to the
Board by the Compensation Committee that you be granted bonus
"Home-Run" options to purchase up to 100,000 additional shares of 3D
common stock ("New Options"), which in addition to the 0 options you
currently possess ("Existing Options") provides you with an aggregate
total of 100,000 options (New Options and Existing Options are
collectively referred to herein as "Options"). The New Options exercise
price is $7.70, which is 110% of the fair market value of 3D's common
stock as determined by the American Stock Exchange on the close of
business on May 18, 2000. To the extent possible, the New Options would
be qualified for treatment as Incentive Stock Options under the
Internal Revenue Code of 1986, as amended.
If approved by the Board, the New Options will all vest as follows:
They will vest in their (i.e., in one lump sum) on the earlier of any
of the following events occurring while you are employed by 3D in your
present position or at a substantially equivalent or senior position:
(i) four years from your Hire Date passes (i.e., on May 18, 2004); (ii)
a buyout occurs by a single entity or group of a majority ownership
(i.e., over 50%) of 3D on a fully-diluted basis; or (iii) 3D achieves a
market capitalization of $500,000,000 based on issued and outstanding
3D shares of stock (i.e., not on a fully-diluted basis) at any time. If
none of these events occur, the New Options will be of no further force
and effect.
Upon your voluntary termination of employment, any vested New Options
would remain exercisable for thirty days and any unvested Options would
expire. In the event of termination of your employment at 3D's
initiative, any vested New Options would expire upon the later of the
date of termination or 60 days following notice to you of termination.
6. In addition to the foregoing, you will be eligible for such benefits as
are from time to time made available to other members of senior
management.
7. You will sign and be bound by 3D's customary agreements relating to
nondisclosure, non-solicitation, inventions, and the like.
8. Unless expressly amended by this Agreement, the terms of any other
related agreements (e.g., any pre-existing stock option agreements and
the like) remain in full force and effect. The Agreement contains the
entire agreement of the parties and shall replace and supersede all
prior arrangements and representations, either oral or written, as to
the subject matter hereof. This Agreement may be modified or amended
only by a written instrument signed by all parties hereto.
If you are in agreement with the foregoing, please sign as indicated below and
return the original to me.
Very truly yours,
Xxxx X. XxXxxxxx
Chairman of the Compensation Committee,
Board of Directors, 0Xxxxxxxxx.xxx
Enclosure
Accepted and agreed:
XXXXXXXX WEISDORN
By
---------------------
Date
