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Exhibit 10.19
BARRY E. REIFLER'S EMPLOYMENT ARRANGEMENT
The following represents the agreement in principle between Barry E. Reifler
and MicroTel International, Inc., which is to be memorialized in a definitive
agreement(s) as soon as possible hereafter.
1) Barry's EMPLOYMENT AGREEMENT dated February 9, 1996, as amended on
August 15, 1996 (the "Amended Agreement"), will remain in full force
and effect as amended by this letter agreement, with the proviso that
he has up to 3 months after the consummation of the merger with XIT
Corporation (the "Merger") in which to make a determination as to
whether he deems the change in control to be an adverse change in
employment circumstances.
2) Barry will serve MicroTel International, Inc. as its Chief Financial
Officer under the same conditions and terms of the Amended Agreement
with the following amendments and understandings:
a) Base compensation will be increased to $150,000 per year
effective with the date of the Merger.
b) The severance provisions will be amended to provide the
benefits provided for in paragraph 15 of the Amended Agreement
as if he had triggered the provision immediately upon the
change in control (i.e. based on an annual salary of $125,000
and covering his current equity position prior to this new
employment arrangement).
c) Although no contractual revision is necessary regarding the
following, it is expressly understood that expenses will be
paid for or reimbursed explicitly for items of the same nature
as were provided during Barry's tenure as CFO pre-merger when
corporate headquarters were located in San Jose, CA.,
including (by way of illustration and not limited to) a
corporate apartment and operating costs of his personal
vehicle located in California used for travel while at
corporate headquarters.
3) Barry will receive a signing bonus of non-qualified options to acquire
150,000 shares of common stock of MicroTel International, Inc. at an
exercise price $2.375 per share. The options will be issued pursuant
to the Company's S-8, if amended to be used for resale purposes, or
the underlying shares will be accorded piggyback registration rights.
The options will vest ratably on a monthly basis over a six (6) month
period beginning six (6) months and one day after the effective date
of the merger, will be exercisable for a period of 3 years, and those
vested will survive termination.
Attached are the Employment Agreement dated February 9, 1996 and Amendment No.
1 thereto dated August 15, 1996 for reference.
AGREED:
/s/ Barry E. Reifler /s/ Jack Talan /s/ Carmine T. Oliva
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Barry E. Reifler Jack Talan Carmine T. Oliva
Chairman and CEO Chairman and CEO
MicroTel International, XIT Corporation
Inc.