1
Exhibit 10.3
- --------------------------------------------------------------------------------
EMPLOYMENT AND STOCK RESTRICTION AGREEMENT
Entered into in the City of Montreal, Quebec,
as of the 30th day of June, 2000
- --------------------------------------------------------------------------------
BY AND AMONG: UFORCE COMPANY (hereinafter referred to as
"UForce");
AND: 8x8, Inc., doing business as Netergy
Networks ("NETERGY");
AND: CYRILLE THILLOY (hereinafter referred to as
"EMPLOYEE") domiciled at the address set
forth on Exhibit A;
AND: The entity holding securities for the
benefit of Employee as identified on Exhibit
A (the "HOLDING COMPANY").
RECITALS
A. Netergy, UForce, and the other parties hereto have entered into a Share
Exchange Agreement dated as of May 19, 2000, (the "Share Exchange
Agreement") pursuant to which Netergy will acquire UForce, and which
requires, among other things, that Employee enter into this Employment
and Stock Restriction Agreement (the "AGREEMENT").
B. Employee has the right to receive a significant number of Netergy shares
of stock pursuant to the Share Exchange Agreement, and Employee
acknowledges that a portion of the consideration paid by Netergy in
connection with the Share Exchange Agreement is based on Employee
entering into this Agreement. Such shares may be held on behalf of
Employee by Holding Company.
2
THE PARTIES HAVE AGREED AS FOLLOWS:
ARTICLE 1 - OBJECT
1.1 Employment
UForce wishes to employ the services of Employee, and Employee consents
to render such services.
1.2 Terms
By this Agreement, UForce and Employee intend to establish the terms of
Employee's employment with UForce.
ARTICLE 2 - EMPLOYMENT
2.1 Title
UForce employs and retains Employee, who accepts, employment as the job
title set forth in Exhibit A.
2.2 Conflicting Employment
Employee agrees that Employee will not engage in any other employment,
consulting or other business activity during the term of Employee's
employment, nor will Employee engage in any other activities that
conflict with Employee's obligations to UForce, except as specified in
Exhibit A.
2.3 Effectiveness
This Agreement will become effective as of the Closing of the
transactions contemplated in the Share Exchange Agreement (the
"EFFECTIVE DATE"). If the transactions contemplated by the Share
Exchange Agreement are not consummated, this Agreement will be null and
void.
ARTICLE 3 - DUTIES AND RESPONSIBILITIES
3.1 Duties
Employee answers to the Chief Executive Officer ("CEO") of Netergy or
such other officer of Netergy designated by the CEO of Netergy and has
the functions, responsibilities, powers and duties inherent to the job
title as set forth in Exhibit A, along with any other duties that may be
entrusted to Employee from time to time by the CEO of Netergy.
3.2 Responsibilities
-2-
3
Employee commits to act with diligence, loyalty and honesty, in the best
interest of UForce and to accomplish Employee's functions, duties and
responsibilities exclusively for UForce, according to Employee's best
judgment and to the best of Employee's knowledge and competence.
ARTICLE 4 - REMUNERATION
4.1 Base Compensation
In consideration for the services that Employee must render to UForce
pursuant to this Agreement, UForce agrees to pay to Employee the annual
base salary set forth in Exhibit A, subject to the usual deductions and
the applicable laws and in compliance with the administrative practices
of UForce. This salary shall be revised by Netergy's Board of Directors
or its Compensation Committee as part of an annual review process. Any
salary revision will take into account Employee's performance, the
conditions of the market, and the policies of UForce. Notwithstanding
the foregoing, there shall be no downward adjustment in Employee's
salary so long as Employee beneficially owns Unvested Shares. The base
salary specified in this Article 4.1 is referred to in this Agreement as
Employee's "BASE COMPENSATION."
4.2 Option
Employee has already been granted a certain number of UForce options. In
the event, however, that the grant of these options is disallowed,
Netergy will grant Employee options, pursuant to the following terms and
conditions: Netergy will grant Employee an initial option (the "OPTION")
to purchase the number of shares of Common Stock ("COMMON SHARES") of
Netergy as set forth in Exhibit A, pursuant to Netergy's stock plan and
standard form of stock option agreement. The grant will be made
effective at the Effective Date. The Option exercise price will be equal
to the last closing price of Common Stock as reported on the Nasdaq
National Market System on the trading date immediately prior to the
Effective Date. Fifty percent (50%) of the Common Shares underlying the
Option will vest on the six-month anniversary of the effective date of
approval of the grant of the Option by Netergy's Board of Directors. One
thirty-sixth (1/36th) of the total Common Shares underlying the Option
will vest on each monthly anniversary thereafter. The Option will expire
on the tenth anniversary of the grant date, unless sooner terminated in
accordance with its terms.
ARTICLE 5 - OTHER BENEFITS
5.1 Fringe Benefits
Employee receives all fringe benefits offered to executives of UForce
and will be eligible for all other benefits offered in the future to
employees, including short term disability coverage at 100% of base
salary up to a maximum of six months; parking; and membership for
professional associations.
-3-
4
5.2 Vacation
Employee shall have the right during each year to take an aggregate of
20 days of paid vacation per year.
5.3 Office Location
Employee shall be employed in the office identified in Exhibit A (the
"OFFICE"), and shall not be required to relocate to any other office not
located within 50 miles of the Office, without Employee's prior written
consent (an "UNAPPROVED RELOCATION"). If Employee relocates at the
request of UForce and later is constructively terminated or terminated
without serious reason, UForce shall pay or reimburse Employee for
reasonable moving expenses to relocate Employee to the metropolitan area
of the office from which Employee initially relocated.
ARTICLE 6 - TERMINATION OF EMPLOYMENT
6.1 By Death
Employee's employment shall terminate automatically upon the death of
Employee. In such event, UForce shall pay to Employee's beneficiaries or
estate, any accrued Base Compensation, vested deferred compensation
(other than pension plan or profit-sharing plan benefits which will be
paid in accordance with the applicable plan), benefits under any plan of
UForce in which Employee is a participant, and accrued vacation pay, all
to the date of termination (collectively "ACCRUED COMPENSATION"), but no
other compensation or reimbursement of any kind, including, without
limitation, severance compensation, and thereafter, UForce's obligations
hereunder shall terminate.
6.2 By Resignation of Employee
Employee shall provide UForce thirty (30) days advanced written notice
in the case of a voluntary resignation. If Employee's employment
terminates due to Employee's voluntary resignation, UForce shall pay
Employee all Accrued Compensation, but no other compensation or
reimbursement of any kind, including without limitation, severance
compensation, and thereafter UForce's obligations hereunder shall
terminate.
6.3 By UForce For Serious Reason
UForce may terminate the employment promptly after written notice for a
serious reason.
6.4 By UForce Without Serious Reason or By Constructive Termination
At any time after the commencement of employment, UForce may, without
serious reason and without notice, terminate Employee's employment.
Should Employee be terminated by UForce without serious reason, or
should Employee resign as a result of a Constructive Termination (as
defined below), Employee shall be entitled to receive all
-4-
5
Accrued Compensation, as well as six (6) months of Base Compensation
then in effect for Employee, payable in one lump sum promptly after the
termination date.
6.5 Written Release
The Employee recognizes and accepts that UForce shall not, in any case,
be responsible for any additional amount, indemnity in lieu of notice,
severance pay or other damages arising from the termination of
Employee's employment, above and beyond those specifically provided for
herein. Employee undertakes to give to UForce a full and satisfactory
written release upon receipt of the payment due to Employee in
accordance with this Article 6.
ARTICLE 7 - REPURCHASE OPTION
7.1 Netergy's Repurchase Option
In connection with the Share Exchange Agreement, Employee either
directly or through Holding Company has the right to receive a number of
Exchangeable Shares, as defined in the Share Exchange Agreement (the
"SHARES"). For purposes of this Agreement the term Shares also shall
mean the Netergy Common Stock issuable upon exchange of the Exchangeable
Shares. Employee and Holding Company hereby grant Netergy the option to
repurchase all or a portion of the Shares on the terms and conditions
set forth in this Article (the "REPURCHASE OPTION") if Employee ceases
to be employed by Netergy for any reason or no reason, except as set
forth in Article 7.3. For purposes of this Agreement, the date when
Employee is notified of the termination of his or her employment shall
be deemed the "TERMINATION DATE."
7.2 Unvested and Vested Shares
Shares that are subject to Netergy's Repurchase Option are referred to
as "UNVESTED SHARES" and Shares that are no longer subject to Netergy's
Repurchase Option are deemed "VESTED SHARES." On the Effective Date,
100% of the Shares will be Unvested Shares. Thereafter, for so long (and
only for so long) as Employee remains continuously employed by UForce at
all times, the Unvested Shares will become Vested Shares as set forth in
the schedule provided in Exhibit A. No Unvested Shares will become
Vested Shares after the Termination Date.
7.3 Acceleration of Vesting of Unvested Shares
Notwithstanding anything to the contrary herein, Netergy's Repurchase
Option shall terminate and the vesting of Unvested Shares shall
accelerate as follows:
7.3.1 The percentage of Unvested Shares set forth under the heading
Section 7.3.1 in Exhibit A shall become Vested Shares if
Employee is terminated with serious reason on or prior to the
date that is six months after the Effective Date (the "SIX
MONTH ANNIVERSARY").
-5-
6
7.3.2 Fifty percent (50%) of the then Unvested Shares shall become
Vested Shares after the close of trading of Netergy Common
Stock on the first date (the "MARKET BASED VESTING DATE")
after the Effective Date that the 30-day moving average of the
closing price of Netergy Common Stock as reported on Nasdaq
National Market System (the "AVERAGE PRICE") equals or exceeds
US $40. Vesting of the remaining Unvested Shares shall
continue at half the rate set forth in Exhibit A.
7.3.3 All Unvested Shares shall immediately become Vested Shares:
7.3.3.1 on the date that the Average Price equals or
exceeds US $80;
7.3.3.2 if Employee is terminated without serious reason by
UForce or resigns as a result of a Constructive
Termination, where "CONSTRUCTIVE TERMINATION" shall
have the meaning as set forth under Quebec law,
however, shall not be construed to apply to any
reduction in salary, benefits or responsibilities
that have also been made applicable to all other
employees at Employee's level;
7.3.3.3 upon the death or Disability of Employee, where
"DISABILITY" shall mean the Employee is prevented
from properly performing Employee's duties
hereunder by reason of any physical or mental
incapacity for a period of six consecutive months
or shorter periods aggregating to four months in
any 365-day period; or
7.3.3.4 upon the closing of a transaction relating to a
Change of Control. As used herein, "CHANGE OF
CONTROL" shall mean (i) a transaction or series of
transactions, including by merger or consolidation
of Netergy into or with any other entity or
corporation or the merger or consolidation of any
other corporation into or with Netergy, in which
any person, entity or group of persons and/or
entities acquire(s) shares of Netergy stock
representing 35% or more of the outstanding voting
power of Netergy, including voting shares issued or
issuable upon conversion of any convertible
security outstanding on the date of such
transaction including without limitation stock
options, (ii) a change in the composition of
Netergy's Board of Directors as a result of an
appointment or election (or series of related
appointments or elections intended to effect a
change in the Board) such that a majority of the
members following such election(s) or
appointment(s) were not members of the Board prior
to such election(s) or appointment(s); (iii) a sale
of all or substantially all of Netergy's assets; or
(iv) a sale of UForce by stock or asset
transaction.
7.4 Adjustments
-6-
7
The number of Shares that are Vested Shares or Unvested Shares will be
deemed issued and outstanding and will have the same rights accorded
them as other issued and outstanding shares of Common Stock of Netergy,
and accordingly, will be proportionally adjusted to reflect any stock
dividend, stock split, reverse stock split or recapitalization of Common
Stock of Netergy occurring after the Effective Date.
7.5 Exercise of Repurchase Option
At any time within ninety (90) days after the Termination Date, Netergy
may elect, or designate any third party, to repurchase any or all of the
Unvested Shares by giving Employee written notice of exercise of the
Repurchase Option. Netergy and/or its designee(s) will then have the
option to repurchase from Employee or Holding Company (or from
Employee's personal representative as the case may be) any or all of the
Unvested Shares at the price per share set forth in Exhibit A (as
adjusted to reflect any stock dividend, stock split, reverse stock split
or recapitalization of the Common Stock of Netergy occurring after the
Effective Date).
7.6 Payment of Repurchase Price
The repurchase price payable to purchase Unvested Shares upon exercise
of the Repurchase Option will be payable, at the option of Netergy or
its assignee(s), by certified check or by cancellation of all or a
portion of any outstanding indebtedness of Employee to Netergy (or to
such assignee) or by any combination thereof. The repurchase price will
be paid without interest within ninety (90) days after the Termination
Date.
7.7 Restrictions on Transfer (the "LOCK UP")
Employee and Holding Company agree that they will not make any offering,
sale, short sale or other disposition of the Unvested Shares directly or
indirectly without the prior written consent of Netergy. Notwithstanding
the foregoing, in the event that any Shares become Vested Shares
pursuant to Section 7.3.1, prior to the Six Month Anniversary Employee
and Holding Company will not make any offering, sale, short sale or
other disposition of such Shares directly or indirectly without the
prior written consent of Netergy.
7.8 Restrictive Legends
In addition to legends set forth in the Registration Rights Agreement,
so long as Shares are subject to the Repurchase Option, the share
certificate evidencing the Shares shall be endorsed with the following
legends (in addition to any legends required under applicable securities
laws):
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED
ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE
COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF THE COMPANY.
-7-
8
7.9 Stop-Transfer Notices
Employee and Holding Company agree that, in order to ensure compliance
with the restrictions referred to herein, Netergy may issue appropriate
"stop transfer" instructions to its transfer agent, if any, and that, if
Netergy transfers its own securities, it may make appropriate notations
to the same effect in its own records.
7.10 Refusal to Transfer
Netergy shall not be required (i) to transfer on its books any Shares
that have been sold or otherwise transferred in violation of any of the
provisions of this Agreement or (ii) to treat as owner of such Shares or
to accord the right to vote or pay dividends to any purchaser or other
transferee to whom such Shares shall have been so transferred.
ARTICLE 8 - CONFIDENTIAL INFORMATION
8.1 Confidential Information
Employee recognizes that during the course of employment with UForce,
Employee may produce, obtain or become aware of information, written or
verbal, including without limitation, any information stocked on hard
disk, floppy disk or other support, which includes:
8.1.1 all files, data, information relating to inventions,
engineering drawings, concepts, methods, processes, trade
secrets, know-how, manufacturing methods, computer programs
(considered as trade secrets or not), source codes or native
machine codes, specifications inherent to products sold or
developed by UForce, data, system configurations;
8.1.2 client lists and all other information relating to clientele,
costs and prices, supplier lists and all other information
that has not been disclosed relating to the activities and
projects of UForce, including without limitation, the
marketing plans, strategies and forecasts; and
8.1.3 all information of a financial nature, including without
limitation, the financial statements, the financial forecasts,
the price lists and the cost lists, the budgets which UForce
uses or possesses during the period of employment of Employee
(collectively the "CONFIDENTIAL INFORMATION").
8.2 Property
Employee acknowledges that the Confidential Information is the exclusive
property of UForce. Employee must safeguard all written Confidential
Information and must at all times make it available to UForce. All
Confidential Information, written or verbal, that Employee has or will
develop will remain the exclusive property of UForce.
8.3 Non-disclosure
-8-
9
Employee agrees not to disclose to any person or company the
Confidential Information during Employee's period of employment with
UForce or thereafter, unless the situation demands it during the
performance of Employee's duties within UForce or unless required by
law.
8.4 Non-use
Employee agrees not to use the Confidential Information to Employee's
own advantage or to the advantage of a third party or in a manner
susceptible to be harmful to the interests of UForce.
8.5 Non-publication
Employee agrees not to publish scientific articles relating and not to
give interviews relating to the technology developed by UForce without
the prior written consent of the board of directors of UForce.
ARTICLE 9 - INTELLECTUAL PROPERTY
9.1 Transfer
Employee agrees to deliver to UForce in detail, in written form and
without delay, any invention, discovery, upgrade or any development made
or conceived by Employee, alone or with the assistance of others, during
Employee's period of employment during normal working hours or at any
other time, that relate to the field of activity within which UForce or
one of its affiliates or associates in Canada, the United States or
elsewhere may be engaged in from time to time, or resulting from the
work or suggested by the work that Employee may be requested to do for
the benefit of UForce or for one of its affiliates or associates,
regardless of the fact that these inventions, upgrades, discoveries and
developments may be patentable or subject to a copyright or not.
Employee hereby transfers all rights flowing from these inventions,
upgrades, discoveries and developments, made in any country to UForce
who accepts or to any such person or third party which UForce may
designate.
9.2 Protection
Employee agrees to sign, during the period of Employee's employment with
UForce, and thereafter if Employee is no longer at the employment of
UForce, all relevant documents, legal instruments and such other similar
documents, and Employee agrees to make any sworn statement that UForce
may deem necessary or useful to the acquisition and to the protection of
the title and of all rights of UForce on these inventions, upgrades,
discoveries and developments and on the copyrights on all works that
Employee might create during the performance of Employee's duties.
Employee further consents (but without having to pay any sum whatsoever)
to second UForce in all judicial or administrative proceedings taken
before all administrative bodies in charge of patents and copyrights,
courts or other administrative bodies relating to such inventions,
upgrades and developments and works or all copyrights, patents, and
requests for patents susceptible to flow therefrom. Employee furthermore
hereby
-9-
10
waives all moral rights that Employee may own with respect to all the
works, past or future, created during the performance of Employee's
duties.
9.3 Materials
Upon termination of employment, Employee agrees to return to UForce, and
Employee agrees not to keep nor to transfer to a third party, any
design, blueprint, note, memoranda, estimate, system, apparatus, sample,
mold, moldings, draft, sketch, plan, models, studies, listings, program
flowchart, computer programs, document or any other materials
susceptible to contain or to disclose facts or elements inherent to the
commerce, the research, the study or the plans of UForce and of its
affiliates or associates in Canada, the United States or elsewhere to
which Employee may have had access, with the exception of publications
broadcast to the general public.
9.4 Non-possession
Employee certifies that on the date hereof, Employee does not possess
any invention, any upgrade, any discovery or any development covered by
the terms of this Article, created before the date of the commencement
of Employee's employment with UForce and that Employee owns, in whole or
in part.
9.5 Previous Employer
Employee also understands and accepts that UForce is interested only in
Employee's qualifications, abilities, general knowledge and previously
acquired expertise and agrees not to disclose any Confidential
Information, if applicable, of a previous employer (except UForce).
ARTICLE 10 - SEVERABILITY
10.1 In the event that any provision of this Agreement or the application
thereof, becomes or is declared to be illegal, void or unenforceable,
the remainder of this Agreement will continue in full force and effect
and the application of such provision to other persons or circumstances
will be interpreted so as reasonably to effect the intent of the parties
hereto. The parties further agree to replace such void or unenforceable
provision of this Agreement with a valid and enforceable provision that
will achieve, to the extent possible, the economic, business and other
purposes of such void or unenforceable provision.
ARTICLE 11 - GOVERNING LAW
11.1 This Agreement will be governed by and construed and enforced in
accordance with the laws of the Province of Quebec.
ARTICLE 12 - NOTICES
12.1 Any notice, consent or other communication under this Employee Agreement
will be in writing and will be delivered personally, sent by facsimile
transmission or overnight
-10-
11
courier (regularly providing proof of delivery) or sent by registered,
certified, or express mail and will be deemed given when so delivered
personally, sent by facsimile transmission or overnight courier, or if
mailed, seven days after the date of deposit in the mail as follows: to
the parties at the following addresses (or at another address that a
party may specify by written notice to the other):
To UForce UForce Company
Attn: Mr. Jean-Luc Calonne
1001 De Maisonneuve Blvd. West, 5th floor,
Montreal, Quebec H3A 3C8
Fax: (514)
With a copy to Netergy: Netergy Networks
Attn: Mr. Paul Voois
2445 Mission College Boulevard
Santa Clara, CA 95054
Fax: (408) 933-0234
Tel: (408) 727-1885
To Holding Company
or Employee: The address set forth by Employee name in
Exhibit A
ARTICLE 13 - TRANSFER
13.1 Employee acknowledges and accepts unconditionally and irrevocably that
the rights and obligations of Netergy and UForce pursuant to this
agreement may be transferred to an affiliate of Netergy or UForce. Such
transfer may not however affect the rights of Employee, including
without limitation, Employee's seniority.
ARTICLE 14 - COUNSEL
14.1 Employee declares that Employee has read and understands the terms of
this Agreement, that Employee has had the opportunity to be advised by
an independent legal counsel and that, in the event Employee did not
seek advice from an independent legal counsel, this choice was made
voluntarily.
ARTICLE 15 - ARBITRATION
15.1 For the purpose of this article,
15.1.1 "ARBITRATION NOTICE" means the arbitration notice referred to
in paragraph 15.4;
15.1.2 "ARBITRATOR" means the arbitrator appointed pursuant to
paragraph 15.3;
-11-
12
15.1.3 "DISPUTE" means any dispute which might arise as to the
interpretation or the application of this Agreement;
15.1.4 "INITIATOR" means the party who refers a Dispute to
arbitration;
15.1.5 "PARTICIPANT" means the party who receives an Arbitration
Notice.
15.2 Scope of Arbitration.
Any Dispute shall be referred to arbitration in accordance with the
provisions of articles 2638 and following of the Civil code of Quebec
and of articles 940 and following of the Code of civil procedure of
Quebec, to the exclusion of the courts, the whole subject to the
provisions of this article.
15.3 Appointment of the Arbitrator
The Parties hereby appoint the managing partner (the "MANAGING PARTNER")
of the law firm Ogilvy Renault, 1981 McGill College Avenue, Suite 1100,
Montreal, Quebec, H3A 3C1, or any other partner of said firm designated
by the latter, who is a member of the Bar of the Province of Quebec for
at least 10 years who has substantial experience in employment matters,
to act as Arbitrator. The parties shall have three (3) days to object in
writing to the appointment of the Arbitrator due to a conflict of
interest. In the event that the Managing Partner determines that a
conflict exists, he or she shall appoint an alternative member of the
Bar of the Province of Quebec for at least 10 years who has substantial
experience in employment matters, to act as Arbitrator.
15.4 Arbitration Notice
The Initiator shall send to the Participant and to the Arbitrator a
written Arbitration Notice, together with a summary of the Dispute which
shall be referred to arbitration.
15.5 Hearings
The hearings of the parties to the Dispute shall be held within 10 days
following the receipt of the Arbitration Notice, at the office of the
Arbitrator.
15.6 Decision
The decision of the Arbitrator shall be communicated in writing to the
Initiator and to the Participant within 10 days following the hearings
and closing argument. Said decision shall be final, conclusive and
binding upon the parties to this agreement, without any right of appeal.
A judgment upon any award rendered by the Arbitrator may be entered in
the Superior Court of the Province of Quebec.
15.7 Fees and expenses
-12-
13
For the purpose of this article, in any arbitration hereunder, the
non-prevailing party to an arbitration shall pay its own expenses, the
fees of the Arbitrator, the administrative costs of the arbitration and
the expenses, including, without limitation, reasonable attorneys' fees
and costs incurred by the other party to the arbitration.
ARTICLE 16 - ENTIRE AGREEMENT
16.1 This Agreement, including information contained in Exhibit A which is
made part of the Agreement, constitutes the entire agreement among
UForce, Netergy, Holding Company and Employee, and it supersedes and
replaces all prior agreements or understandings relating to the subject
matter hereof. In the event that there is a conflict between this
Agreement and Exhibit A, Exhibit A shall control and govern. No
agreement, representations or understandings (whether oral or written or
whether express or implied) which are not expressly set forth herein
have been made or entered into by either party with respect to the
relevant matter hereof. This Agreement may not be changed or modified in
whole or in part except by an instrument in writing signed by each party
hereto.
ARTICLE 17 - COUNTERPARTS
17.1 This Agreement may be executed in several counterparts, each of which
will be an original, but all of which together will constitute one and
the same agreement.
ARTICLE 18 - LANGUAGE
18.1 The parties hereto have agreed that this agreement be drafted in the
English language. Les parties aux presentes ont convenu que ce contrat
soit redige dans la langue anglaise.
[SIGNATURE PAGE FOLLOWS]
-13-
14
SIGNATURES
UFORCE COMPANY by......................... /s/ Jean-Luc Calonne
-------------------------------------
Jean-Luc Calonne
President
8X8, INC. by.............................. /s/ Paul Voois
-------------------------------------
Paul Voois
Chief Executive Officer
EMPLOYEE ................................. /s/ Cyrille Thilloy
-------------------------------------
Cyrille Thilloy
HOLDING COMPANY by........................ /s/ Cyrille Thilloy
-------------------------------------
Cyrille Thilloy
President
-14-
15
EXHIBIT A
INFORMATION (Intro)
CYRILLE THILLOY
350 Prince Arthur, D1412
Montreal, Quebec
H2X 3R4
HOLDING COMPANY (intro) 9090-1109 Quebec INC.
Registered address c/o LaFleur Brown
1 Place Ville-Marie, 37th Floor
Montreal, Quebec H3B 3P4
JOB TITLE (Article 2.1) CHIEF SCIENTIST
CONFLICTING EMPLOYMENT (Article 2.2) N/A
ANNUAL BASE SALARY (Article 4.1) 188,500$CAN
NUMBER OF OPTIONS (Article 4.2) 120,930 (if applicable due to
disqualification of UForce options)
OFFICE LOCATION (Article 5.3) Montreal
UNVESTED AND VESTED SHARES (Article 7)
VESTING SCHEDULE (Article 7.2) 50% of the Shares shall vest on the Six
Month anniversary and 1/36 of the Shares
shall vest each full following month
until all of the Shares become vested
Shares
PERCENTAGE OF VESTING IF 50%
TERMINATION FOR SERIOUS
REASON PRIOR TO SIX MONTH
ANNIVERSARY (Article 7.3.1)
EXERCISE PRICE FOR REPURCHASING
UNVESTED SHARES (Article 7.5) 0.25$US
-15-