MEMO TO: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
SUBJECT: Terms & Conditions of Continued Employment
DATE: April 20, 1998
Resultant of our discussions during the week of April 13, 1998, the following
items represent your agreement to the terms and conditions as mutually
negotiated to remain as an employee of Number Nine in your present capacity as
VP OEM Sales. The following conditions/terms are part of this agreement:
(1) Your new salary will be $6,250 per pay period, paid twice a month
annualized at $150,000. The effective date of your new salary will be
April 30, 1998.
(2) The Company will grant you an option to purchase 100,000 shares of
common stock (normal vesting terms) at a purchase price at fair market
value on the day of the grant with acceleration based on mutually
agreed performance goals being met on time.
(3) Should the Company engage in a change of control for all or
substantially all of the Company's assets (greater than (50%) fifty
percent) prior to the completion of the performance goal arrangement
stated in #2 above, you and the Company will review the ability to
achieve these goals as a result of the change of control. If the goals
are determined to be unachievable or new goals cannot be reasonably
established, acceleration of all or a portion of these shares will be
addressed.
(4) Should the Company terminate your employment for reasons other than
for cause, the Company will continue to pay your salary for a ninety
day period from the official date of termination. The Company will
also continue your health and medical benefit coverage for the same
ninety day period at the level of benefit in place at the time of the
official date of termination.
(5) Upon the vacancy of the VP Worldwide Sales position, you will assume
the duties, title, responsibilities and accountabilities as assigned
to the position. In addition, you will be expected to perform such
other duties, responsibilities and accountabilities that may be
assigned to you by the Company from time to time.
(6) The Company agrees to the acceleration of the unvested shares granted
on August 21, 1997.
Accepted and Agreed: Date: 4/22/98
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇
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Chairman, CEO
Number Nine Visual Technology
