Triton SystemHouse Employment Agreement
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is hereby entered into between Triton
SystemHouse Pte. Ltd. ("Employer") and ▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Employee").
WHEREAS, the Employer is presently engaged in a business that requires the
assistance of individuals with Employee's executive qualifications, skills and
experience, and
WHEREAS, the Employer desires to procure the services of Employee and
Employee is willing to enter into the employ of the Employer upon the terms and
subject to the conditions set forth herein, and
WHEREAS, the parties believe it is in their mutual interest to address in
this Agreement certain of their rights and responsibilities arising out of such
employment relationship, including matters pertaining to compensation,
ownership and protection of valuable confidential and proprietary information
of Employer, certain restrictions on business practices of Employee reasonably
needed to protect the Employer's legitimate business interests and other
important considerations addressed herein.
NOW THEREFORE, for adequate consideration and intending to be legally
bound, the Employer hereby employs Employee, and the Employee hereby accepts
such employment with the Employer, upon the following terms and conditions:
1. EMPLOYMENT POSITION.
(a) INITIAL DUTIES. Employer hereby employs Employee to render services
to the Employer in the capacity of a General Manager and, in connection with
those services, Employee agrees to devote its full-time attention and efforts
to perform such duties and any incidental or further services as would normally
be expected of an employee working in Employee's capacity, as reasonably
determined by the Employer (see attached Job Description).
(b) CHANGES IN DUTIES. Employee hereby accepts employment with
Employer in the capacity described in the attached Job Description referenced
in 1(a). Employer may from time to time change Employee's duties or re-assign
Employee to another position or location, according to Employer's business
needs.
(c) OUTSIDE BUSINESS ACTIVITIES. As a full-time employee, the Employee
is expected to devote full-time attention and effort to the furtherance of
Employer's business interests and not to engage in any outside business
activities that would interfere with such work. Employee shall provide
Employer advance written notice and full disclosure of any outside business
activity that Employee desires to pursue ("Outside Business") to permit
Employer to determine whether the Outside Business relates to the Employer's
own business or to the actual or demonstrably anticipated research or
development of Employer's business. If approved by Employer, the Employee may
conduct such Outside Business, but entirely on Employee's own time and without
using any of Employer's equipment, supplies, facilities or Confidential or
Proprietary Information. Employer shall maintain in confidence any trade
secrets disclosed by Employee with respect to an Outside Business approved by
Employer. The Employee's pursuit of any Outside Business in no way waives or
otherwise relaxes the requirements of Section 4 ("Confidential & Proprietary
Information"), Section 5 ("Restrictions on Certain Business Practices") or
Section 8 ("No Conflicts").
2. TERM. The term of this Agreement ("Term") shall commence July 31, 1996
and shall continue in full force and effect until terminated in accordance with
Section 9 ("Termination").
3. COMPENSATION. Employee shall be compensated for its services as follows:
(a) BASE COMPENSATION. During the Term hereof, Employee shall receive a
salary in the amount of (see attached Compensation Schedule) per annum ("Base
Compensation"), payable monthly. The Base Compensation shall from time to time
be increased (i) automatically, by such cost of living adjustments as the
Employer may grant other employees in comparable positions and (ii) at the sole
discretion of the Employer in accordance with Subsection (c)("Compensation
Review").
(b) INCENTIVE COMPENSATION. Any incentive compensation payable to the
Employee beyond Base Compensation shall be determined from time to time by
Employer in its sole judgment.
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Triton SystemHouse Employment Agreement
(c) EMPLOYEE BENEFITS. During the Term hereof, Employee shall be covered
by such major medical, health benefit, pension and vacation plans or allowances
as are generally made available by Employer to other employees of similar status
and service and shall be eligible to participate in any stock option, stock
bonus or profit sharing or similar plans of the Employer under the terms of
any such plans.
(d) CERTAIN OUT-OF-POCKET COSTS. Employee shall be reimbursed for
pre-authorized costs of travel and other expenses incurred by Employee while
performing the services contemplated hereunder to the extent reimbursable under
Employer's travel policies from time to time in effect, Employee agrees to
comply with all reasonable authorization, recordkeeping and substantiation
requirements of Employer.
(e) COMPENSATION REVIEW. The Employee's job performance and
compensation shall be reviewed by the Employer after each anniversary date of
the Agreement.
4. CONFIDENTIAL & PROPRIETARY INFORMATION.
(a) "CONFIDENTIAL & PROPRIETARY INFORMATION" DEFINED. Employee hereby
acknowledges that during the period of employment and in rendering the services
contemplated herein, Employee may be exposed to confidential and proprietary
information belonging to the Employer or relating to its affairs. Such
information may include, without limitation, technical information (including
functional and technical specifications, designs, drawings, analysis,
research, processes, computer programs, algorithms, methods, ideas, "know-how"
and the like), business information (sales and marketing research, materials,
plans, accounting and financial information, personnel records and the like),
Employee Work Product described in Subsection (b)("Employee Work Product") and
other information designated as confidential or proprietary expressly or by the
circumstances in which it is provided or created ("Confidential & Proprietary
Information"). Confidential & Proprietary Information does not include (i)
information already known or independently developed by the Employee after the
effective date hereof in compliance with Section 1(c)("Outside Business
Activities"); (ii) information in the public domain through no wrongful act of
the Employee or (iii) information received by the Employee outside the scope of
employment hereunder from a third party who was free to disclose it.
(b) "EMPLOYEE WORK PRODUCT" DEFINED. Employee hereby acknowledges that
during the period of employment, Employee may conceive, discover, reduce to
practice, create, author or develop certain works, inventions, ideas,
discoveries or improvements ("Work") that (i) result from services performed
by the Employee under or in anticipation of this Agreement or (ii) relate at
such time to the Employer's business or to the actual or demonstrably
anticipated research or development of the Employer's business (collectively,
"Employee Work Product"), Employee Work Product does not include any Work of
Employee authorized by Employer in accordance with Section 1(c)("Outside
Business Activities").
(c) OWNERSHIP ASSIGNMENT. Employee hereby acknowledges and agrees that
(i) Employer is the exclusive owner of all Confidential & Proprietary
Information and (ii) all Employee Work Product constitutes "work made for
hire" owned exclusively by Employer and, alternatively, Employee hereby
irrevocably assigns all patent, copyright, trade secret, ownership or other
rights it might have in Employee Work Product to the Employer. Employee
shall, during the Term hereof or at any time thereafter upon request, execute
any domestic or foreign applications assignments or other documents needed to
vest or confirm ownership of Employee Work Product exclusively in Employer.
(d) COVENANT NOT TO DISCLOSE. With respect to all Confidential &
Proprietary Information (including Employee Work Product), the Employee
hereby agrees that during the Term of this Agreement and at all times
thereafter it shall not use, commercialize or disclose such Confidential &
Proprietary Information to any person or entity unless specifically
authorized by Employer. Employee shall use at least the same degree of care
in safeguarding the Confidential & Proprietary Information as it uses in
safeguarding its own confidential information, but in no event shall Employee
exercise less that due diligence and care. Employee shall not alter or
remove from any Confidential & Proprietary Information any proprietary,
patent, copyright, trademark or trade secret legend, nor may it attempt to
decompile or reverse engineer such Confidential & Proprietary Information.
Upon termination of employment, or at any time upon the request of the
Employer, the Employee shall promptly return to the Employer or account for
all Confidential & Proprietary Information in its possession or control and
shall cease all further use thereof. The provisions of this Section 4
("Confidential & Proprietary Information") shall survive termination of this
Agreement.
5. RESTRICTION ON CERTAIN BUSINESS PRACTICES.
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Triton SystemHouse Employment Agreement
(a) NONSOLICITATION. During the Term hereof and for a period of six (6)
months thereafter, the Employee agrees (i) not to solicit the trade of, or
trade with, any customer or supplier of the Employer for any business purpose
other than for the benefit of the Employer, and (ii) not to hire, solicit,
nor attempt to solicit, the services of any employee or contractor of the
Employer without the prior written consent of the Employer.
(b) NONCOMPETITION. In addition to other restrictions imposed by this
Agreement, Employee covenants and agrees during the period of employment and
for six (6) months thereafter, not to engage, directly or indirectly, whether
as principal, agent, owner, employee, contractor or otherwise, individually or
in combination with any other individual, corporation or entity, in any
business which competes directly with, an actively operated business of
Employer selling the same or substantially similar products or services sold
by Employee on behalf of Employer within 6 months prior to termination
hereunder.
(c) SEVERANCE. If Employer terminates Employee without cause, Employer
will pay total compensations for six (6) months after the termination date.
6. REMEDIES. Employee acknowledges and agrees that the Employer would be
irreparably harmed and that remedies at law would be inadequate to redress
the actual or threatened violations of Section 4 ("Confidential & Proprietary
Information") or Section 5 ("Restrictions on Certain Business Practices") and
that, in addition to other relief, the foregoing restrictions may be enforced
by temporary and permanent injunctive relief. The time periods referenced in
the foregoing restrictions shall be extended by any period in which Employee
is in breach thereof. The Employer's breach of any provision of this
Agreement shall not constitute a defense for any violation by Employee of the
foregoing restrictions. Remedies referenced in this Agreement shall be
considered cumulative and not exclusive. Employee agrees to pay all costs
and expenses (including reasonable attorneys' fees) incurred by Employer in
enforcing the foregoing restrictions.
7. MINIMUM REQUIREMENTS OF LAW. The Employee acknowledges that the
provisions of Section 4 ("Confidential & Proprietary Information"), Section 5
("Restrictions on Certain Business Practices") and Section 6 ("Remedies") are
agreed to on the basis of adequate and substantial consideration, are
reasonably designed to protect legitimate and essential business interests
of Employer and that such provisions should be given full force and effect.
If, however, any such provision is found by a tribunal of competent
jurisdiction to be illegal or unenforceable in whole or in part then, to such
extent, the parties desire that the offending provision shall automatically
be deemed modified and conformed to the minimum requirements of law and
thereupon, together with all other provisions hereof (whether in their
original form or as modified hereunder), be given full force and effect.
8. NO CONFLICTS. Except to the extent made known to Employer by Employee
prior to the effective date hereof, Employee represents and warrants that (i)
it possesses the knowledge and skill reasonably required to render the
services contemplated hereunder in a professional and workmanlike manner,
(ii) it is not restricted by any other contract or other limitation of any
kind that would prevent or otherwise inhibit Employee from rendering the
services contemplated hereunder, (iii) in rendering the services hereunder,
Employee will not use any pre-existing work or divulge any information of any
previous employer or third party that would violate or infringe any patent,
copyright, trade secret or other proprietary rights of such employer or third
party and agrees at its own expense to defend, indemnify and hold Employer
harmless from any claim to the contrary, (iv) if the services contemplated
herein require Employee to obtain or maintain security or other background
clearance, then the employment contemplated herein is expressly conditioned
upon Employee's timely obtaining and maintaining such clearance during the
Term hereof, (v) Employee shall abide by Employer's generally applicable
rules and regulations from time to time in effect.
9. TERMINATION. Either party may terminate this Agreement if the other
party breaches any material provision hereof and fails within ten (10) days
after receipt of notice of default to correct such default or to commence
corrective action reasonably acceptable to the aggrieved party and proceed
with due diligence to completion. IN ADDITION, IT IS AGREED THAT THIS
RELATIONSHIP CONSTITUTES "EMPLOYMENT AT WILL" AND THAT EITHER PARTY MAY AT
ANY TIME TERMINATE THIS AGREEMENT WITH OR WITHOUT CAUSE UPON TWO (2) WEEKS'
ADVANCE WRITTEN NOTICE OR EQUIVALENT COMPENSATION IN LIEU OF SUCH NOTICE.
Termination of this Agreement, whether for cause, without cause, upon
expiration of the Term or otherwise, shall have no effect on the parties'
rights and obligations with respect to Section 4 ("Confidential & Proprietary
Information"), Section 5 ("Restrictions on Certain Business Practices") or
Section 8 ("No Conflicts").
10. DISPUTES, CHOICE OF LAW. Except for certain emergency judicial relief
authorized under Section 6 ("Remedies") which may be brought at any time, the
parties agree that all disputes between them shall first be subject to the
notice procedures in Section 9 ("Termination"), Employee shall initiate any
action to enforce this Agreement within one (1) year after the occurrence of
the alleged breach. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE REPUBLIC OF SINGAPORE AND ANY
ACTION OR OTHER PROCEEDING SHALL BE INITIATED AND MAINTAINED IN A FORUM OF
COMPETENT JURISDICTION IN SUCH COUNTRY.
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Triton SystemHouse Employment Agreement
11. MISCELLANEOUS. This document constitutes the entire agreement between
the parties with respect to the subject matter hereof, supersedes all other
communications, whether written or oral and is binding upon Employee and
Employee's successors, heirs, executors, legal representatives and
permitted assigns. This Agreement may be modified or amended only by a
writing signed by the party against whom enforcement is sought. Except as
specifically permitted herein, neither this Agreement nor any rights or
obligations hereunder may be transferred or assigned without the other
party's prior written consent and any attempt to the contrary shall be void;
provided, however, that Employer may assign this Agreement to any corporate
successor-in-interest or to any affiliate of Employer upon the reassignment
of Employee to such entity in accordance with Section 1(b) ("Changes in
Duties"). Any provision hereof found by a tribunal of competent jurisdiction
to be illegal or unenforceable shall be automatically conformed to the
minimum requirements of law and all other provisions shall remain in full
force and effect. Waiver of any provision hereof in one instance shall not
preclude enforcement thereof on future occasions. Headings are for reference
purposes only and have no substantive effect.
EMPLOYEE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT IN ITS ENTIRETY AND
HEREBY AGREES TO BE BOUND BY ITS TERMS.
IN WITNESS WHEREOF, for consideration the adequacy of which is hereby
acknowledged and intending to be legally bound, the parties hereto have
caused this Agreement to be executed on the date last below written.
TRITON SYSTEMHOUSE PTE. LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
Dated: 12/7/96
EMPLOYEE:
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Date: 12/7/96
4
COMPENSATION WORKSHEET-▇▇▇▇ ▇▇▇▇▇▇
(FIGURES IN SINGAPORE DOLLARS)
BASE:
Salary $ 181,399.70
Payable Monthly
Per month $ 13,449.98
BONUS:
Guarantee One Month Salary 13th month
Additional Discretion of Management
--
BENEFITS:
Medical Company standard medical policy
Car Allowance pick up current lease or sign new ones
Housing Allowance 7,000 month
COLA 4,550 month
Total Monthly Compensation 25,000
Total Annual Compensation 300,000
FIGURES BELOW IN U.S. DOLLARS
OTHER: 0.375%
Stock Option Program 37,500 Shares of Neptune stock (restricted common)
Current Value Per Share $ 2.66 Current Neptune VC Valuation
Current Value of Options $ 99,750
Projected Min per Share in 24 months $ 10.00 Minimum value to go public
Projected Min Options Value in 24 months $ 375,000
Projected Min per Share in 36 months $ 16.00 Minimum value to go public
Projected Min Options Value in 36 months $ 562,500
Vesting 36 Months, cliff vesting
Dilution Protection Piggyback deal protects you
Fuji SystemHouse to create equivalent option offer as above.
AGREED:
TRITON SYSTEMHOUSE PTE. LTD
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Date: 12/7/96
EMPLOYEE:
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Date: 12/7/96
Page 1
Triton SystemHouse
EXECUTIVE EMPLOYMENT AGREEMENT
AMENDMENT I
THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN Triton SystemHouse
("Employer") and ▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Employee") dated December 7, 1996 is made
as of the 5th day of March, 1997.
WHEREAS, the Employer's corporate parent desires to grant stock options
("The Option") to its key employees and the key employees of its
subsidiaries; and
WHEREAS, the Employer desires to pay incentive compensation to the
Employee according to a performance based formula derived from the Employer's
financial results; and
WHEREAS, the Employee desires to hold such stock options and to receive
incentive compensation;
NOW, THEREFORE, in consideration of the mutual covenants and obligations
contained herein, and intending to be legally bound, the parties, subject to
the terms and conditions set forth herein, agree as follows:
1.0 EQUITY PARTICIPATION.
(a) The Company shall grant to the Employee an incentive stock
option to purchase THREE PERCENT (.0075%) OF THE TOTAL SHARES OF THE CLASS B
(RESTRICTED VOTING AND TRANSFER RIGHTS) COMMON STOCK OF THE COMPANY EQUAL TO
75,000 SHARES OF COMMON STOCK) at a par value $ .001 per share. The Company
plans to offer an additional 2,345,679 shares in two offerings to private
investors in early 1997. This grant will be adjusted on a pro-rata basis to
maintain the .0075% ratio on outstanding shares. If the offering is fully
subscribed this will result in an additional 17,593 options being issue to
the Employee. There will be no dilution protection after this supplemental
grant. The Option shall vest as follows: 1/3 of the shares shall vest on the
Commencement Date of this Agreement, AND ADDITIONAL 1/3 shares shall vest on
the first anniversary of the Commencement Date of this Agreement and AN
ADDITIONAL 1/3 shall vest on the second anniversary of the Commencement Date
of this Agreement. The exercise price of the Option shall be fixed at
seventy-five (75) cents per share. The Option shall be subject to and in
accordance with the provisions of the 1997 Stock Option Plan of the Company
(the "Plan") substantially in the form attached hereto as SCHEDULE B however
where this Agreement is different then the language and provisions in this
Agreement shall govern.
(b) Notwithstanding the foregoing, the Option shall become
fully vested upon the occurrence of one of the following events: (a) the sale
of the Company to
an unrelated third party by way of merger, sale of assets or sale of capital
stock of the Company, (b) the sale by the Company of more than seventeen
percent (17%) of its outstanding Common Stock on a fully-diluted basis to an
unrelated third party (excluding any sales to venture funds currently under
consideration by the Company with whom discussions began prior to the
Commencement Date of this Agreement), or (c) the filing by the Company of a
registration statement on Form S-1 in connection with an underwritten initial
public offering.
(c) In addition to the foregoing Option, if the Company
completes an underwritten initial public offering of its Common Stock within
three (3) years from the date of this Agreement with an enjoys a market cap
of $200 million or more during it's first day of trading as a public company,
then the Employee shall be entitled to receive an additional option for
50,000 shares of the Class B Common Stock of the Company calculated on a like
basis with the Option granted above in paragraph 1.0 (a) ("the IPO Option").
These options shall be granted on the day after the Initial Public Offering
and are fix priced at seventy-five cents (75) per share.
(d) All shares of Common Stock issued under the Option or the
IPO Option shall be subject to the terms and provisions of a Stock Purchase and
Restriction Agreement as required by the Plan.
2.0 INCENTIVE COMPENSATION
During the term of this Agreement and within thirty (30) calendar days of the
end of each business quarter as defined by the Company the Employee shall
receive an amount equal to two percent (2%) of the Gross Margin booked for
all new business in the ASEAN operations of the company. In addition the
Employee shall receive a like amount for all new business booked outside
ASEAN operations for which the Employee was directly responsible and managed
and directed the activities. For the purposes of clarity the Employee and
Company shall put in place a margin booking form acceptable to the both
parties to aid in this calculation. For purposes of this Section 2.0 "Gross
Margin" shall mean OPERATING REVENUE LESS DIRECT MARKETING COSTS (INCLUDING
ALL SALARIES, COMMISSIONS, AND OTHER COMPENSATION OF SALES PEOPLE),
ADVERTISING, TRADE SHOW EXPENSES AND OTHER EXPENSES DEEMED BY THE EXECUTIVE
COMMITTEE TO BE REASONABLY ATTRIBUTABLE TO ONGOING SALES EFFORT. (SEE
ATTACHED SCHEDULE FOR LIST OF ACCOUNTS).
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the day and year first written above.
Triton SystemHouse Pte. Ltd.
By:
-------------------------------------
Title: Director (date)
-------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇ (date)
SCHEDULE A
NEPTUNE SYSTEMS, INC.
1996 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
[TO BE ATTACHED]
ADDENDUM - EXECUTIVE EMPLOYMENT AGREEMENT
This Addendum sets forth certain changes to the Executive
Employment Agreement between ▇▇▇▇ ▇▇▇▇▇▇, a resident of Singapore (the
"Employee") and Neptune Systems, Inc. a corporation organized and existing under
the laws of the Commonwealth of Pennsylvania (the "Company"). This Addendum
shall become valid and binding upon signature by the Employee and authorized
officers of the Company. In the event that any of the terms of this Addendum
shall conflict with the Agreement, this Addendum shall control.
1. EQUITY PARTICIPATION.
--------------------
(a) The Company shall grant to the Employee a stock option
to purchase an additional 9,896 total shares of the Class B (restricted
voting and transfer rights) common stock of the Company with a par value
$.01 per share. This grant compensates Employee for the anti-dilution
protection afforded in Paragraph 4.3(a) of the Executive Employment
Agreement and represents the pro-rata amount based on the subscription by
private investors of 1,111,111 shares of the Company. The Option shall vest
as follows: 100% of the shares shall vest on the Commencement Date of this
Agreement. The exercise price of the Option shall be fixed at two dollars
($2.00) per share. The Option shall be subject to and in accordance with
the provisions of the 1996 Stock Option Plan of the Company (the "Plan")
substantially in the form attached hereto as SCHEDULE B however where this
Addendum is different then the language and provisions in this Addendum
shall govern.
(b) In addition to the foregoing Option, the Company shall
grant an additional Option (Option #2) to supercede the terms of Paragraph
4.3(c) of the Executive Employment Agreement. Option #2 grants Employee a
stock option to purchase an additional 50,000 total shares of the Class B
(restricted voting and transfer rights) common stock of the Company with a
par value of $.01 per share. The Option shall vest as follows: 25,000 of
the shares shall vest on the Commencement Date of this Addendum, 12,500
shares shall vest on the first anniversary of the Commencement Date of this
Addendum, and 12,500 shall vest on the second anniversary of the
Commencement Date of this Addendum. The exercise price of the Option shall
be fixed at two dollars ($2.00) per share. The Option shall be subject to
and in accordance with the provisions of the 1996 Stock Option Plan of the
Company (the "Plan") substantially in the form attached hereto as SCHEDULE
B however where this Addendum is different then the language and provisions
in this Addendum shall govern.
(c) All shares of Common Stock issued under this Addendum
shall be subject to the terms and provisions of a Stock Purchase and
Restriction Agreement as required by the Plan.
IN WITNESS WHEREOF, for adequate consideration and intending
to be legally bound, the parties hereto have caused this Addendum to be executed
(and thereby incorporated by reference into the Executive Employment Agreement)
by their duly authorized representatives.
EMPLOYEE COMPANY
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇.▇. ▇▇▇▇▇▇
Title: CFO
Date: 25 JULY `97 Date: 31 JULY 1997
TRITON SYSTEMHOUSE PTE. LTD.
RESTATED AMENDMENT TO EXECUTIVE EMPLOYMENT
AGREEMENT
This Restated Amendment (this "Restated Amendment") is dated September 12,
1997 by and between ▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Employee") and Triton SystemHouse
Pte. Ltd. (the "Employer") and amends that certain Executive Employment
Agreement dated as of July 12, 1996 between the Employee and the Company (the
"Agreement").
WHEREAS, the Employee and the Employer entered into an Amendment I to the
Agreement dated September 14th 1997 ("Amendment I"), pursuant to which the
Employee was granted and was to be granted certain incentive stock options in
the Neptune Systems, Inc., the parent company of the Employer ("Neptune");
WHEREAS, the Employee and the Employer entered into an Addendum to the
Agreement dated July 25, 1997, pursuant to which the Employee was granted and
was to be granted certain additional incentive stock options in the Neptune
(the "Addendum");
WHEREAS, Neptune is currently in negotiations with Dallas Systems
Corporation, General Atlantic Partners and EXE Technologies, Inc. with
respect to the merger of both the Company and Dallas with and into EXE
Technologies (the "Merger"); and
WHEREAS, the parties desire to amend the Agreement regarding the option
grants and to clarify the Agreement regarding the impact of the Merger.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and
intending to be legally bound hereby, the parties agree as follows:
1. DEFINITIONS. All capitalized terms used in this Amendment shall
have the same meaning as those contained in the Agreement unless
otherwise defined herein.
2. RECEIPT OF INITIAL OPTION. The Employee acknowledges the receipt of
an Incentive Stock Option (the "Initial Option") dated March 1,
1997, to purchase 75,000 shares of the Class B Common Stock, $.001
par value per share, of the Company.
3. ACCELERATION OF VESTING. The Company acknowledges that upon the
consummation of the Merger, the Initial Option will become fully
vested.
4. TERMINATION OF AMENDMENT I AND THE ADDENDUM. The parties
acknowledge that notwithstanding anything to the contrary contained
in the Agreement, Amendment I or the Addendum, Amendment I and the
Addendum are hereby terminated in their entirety, provided that
paragraph 2.0 of Amendment I shall survive such termination.
5. THE SECOND OPTION GRANT. Promptly after the consummation of the
Merger, the Employer shall cause the successor in interest to
Neptune as a result of the Merger (the "Surviving Corporation") to
grant to the Employee an incentive stock option (the "Second
Option") to purchase 9,896 total shares of the Class B Common
Stock, $.01 par value per share, of
the Surviving Corporation. The exercise price of the Second Option
shall be fixed at Two Dollars ($2.00) per share. The Second Option
shall vest on the date of issuance of the Second Option. The Second
Option shall be subject to and in accordance with provisions of the
1996 Stock Option Plan of Neptune or any successor Plan adopted by
the Surviving Corporation (the "Plan"), provided that if this
Amendment conflicts with the language and provisions in the Plan,
then this Amendment shall govern.
6. THE THIRD OPTION GRANT. Promptly after the consummation of the
Merger, the Employer shall cause the Surviving Corporation to grant
to the Employee an incentive stock option (the "Third Option") to
purchase 50,000 shares of the Class B Common Stock, $.01 par value
per share, of the Surviving Corporation. The exercise price of the
Third Option shall be Two Dollars ($2.00) per share. The Third
Option shall vest as follows: 25,000 of the shares shall vest on
the date of issuance of the Third Option, 12,500 of the shares
shall vest on the first anniversary of this Restated Amendment, and
12,500 of the shares shall vest on the second anniversary of this
Restated Amendment. The Third Option shall be subject to and in
accordance with the provisions of the Plan, provided that if this
Amendment conflicts with the language and provisions of the Plan,
then this Amendment shall govern.
7. EFFECT OF MERGER. The parties acknowledge that upon the
consummation of the Merger, the Agreement shall be binding upon
each of the Employee and the Surviving Corporation as a result of
the Merger.
8. Miscellaneous.
(a) The Agreement shall remain in full force and effect, subject
only to the changes herein specified.
(b) The Agreement, as modified by this Amendment, constitutes
the entire understanding between the parties with respect to the
subject matter hereof and supersedes any prior understandings
and/or written or oral agreements between them.
(c) All references to the Agreement in any other documents,
shall mean the Agreement as amended hereby and from time to time
hereafter in writing.
(d) This Amendment shall be governed by the laws of the
Commonwealth of Pennsylvania, U.S.A. without regard to the
principles of conflicts of laws of any jurisdiction.
IN WITNESS WHEREOF, the parties have executed this Amendment on the date first
above written.
TRITON SYSTEMHOUSE PTE. LTD.
SEPT. 14, 1997
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇ ▇▇▇▇▇▇
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