EXHIBIT 10.19
AMENDMENT TO
KEY EMPLOYEE AGREEMENT
AND
CONFIDENTIAL INFORMATION AGREEMENT
THIS AGREEMENT, dated and effective as of February 28, 1997, among
Michael J. Paciello ("Employee") and Nexar Technologies, Inc. (f/k/a Dynasys
Systems Corporation), a Delaware corporation (the "Company"), amends (i) the Key
Employee Agreement entered into on or about April 1, 1995 (the "Original
Employment Agreement") between the Company and Employee and (ii) the
Confidential Information Agreement entered into on or about April 1, 1995 (the
"Original Confidentiality Agreement") between the Company and Employee.
The parties hereto agree as follows:
1. The text of Section 1 of Exhibit A (entitled "Term") to the Original
Employment Agreement is amended to read in its entirety as follows:
"The term of the Agreement to which this Exhibit A is annexed and
incorporated shall be for three (3) years, commencing March 1, 1997,
unless terminated prior thereto in accordance with Section 2.2 or 2.3
of the Agreement."
2. The text of subparagraphs (a) and (c) (subparagraph (b) remaining in
full force and effect) of Section 2 of Exhibit A (entitled "Compensation") to
the Original Employment Agreement are each amended to read in their entirety as
follows:
"(a) Base Salary. Your Base Salary is One Hundred Twenty Thousand
Dollars ($120,000) per annum as of April 1, 1997, and thereafter for
the term of the Agreement, to be paid in accordance with the Company's
payroll policies and to be subject to increases thereafter as
determined in good faith by the Board of Directors (or a duly appointed
Compensation Committee thereof)."
"(c) Severance Package Pursuant to Section 2.2(d) of the Agreement:
twelve (12) months Base Salary."
3. The text of the second paragraph of Section 5 of Exhibit A (entitled
"Expenses") of the Original Employment Agreement is amended to read in its
entirety as follows:
"The Company will provide you with a monthly automobile allowance of
$600."
4. The following new Section 7 of Exhibit A (entitled "Vesting of Stock
Options Upon IPO") is added to the Original Employment Agreement:
"7. Vesting of Stock Options Upon IPO. All stock options held by you as
of February 28, 1997, will vest 50% upon consummation of an
underwritten registered
initial public offering (an "IPO") of the common stock of the Company
and in full one year after the closing of such IPO and immediately
prior to a change of control."
5. Section 3.2 of the Original Confidentiality Agreement is hereby
amended to read in its entirety as follows:
"For purposes of this Agreement, "Inventions" shall mean all
discoveries, processes, designs, methods, works, technologies, devices,
or improvements in any of the foregoing or other ideas, whether or not
patentable or copyrightable, or reduced to practice, made, conceived,
authored or developed by me (whether solely or jointly with others)
during the period of my employment with the Company, or within one year
thereafter, which relate in any manner to the actual or demonstrably
anticipated business, products, or research and development of the
Company, or result from or are suggested by any task assigned to me or
any work performed by me or on behalf of the Company."
6. Section 3.3 of the Original Confidentiality Agreement is hereby
amended to read in its entirety as follows:
"Any discovery, process, design, method, technique, work, technology,
device, or improvement in any of the foregoing or other ideas, whether
or not patentable or copyrightable and whether or not reduced to
practice, made or conceived by me (whether solely or jointly with
others) which I develop entirely on my own time not using any of the
Company equipment, supplies, facilities, or trade secret information
("Personal Invention") is excluded from this Agreement provided such
Personal Invention (i) does not relate to the actual or demonstrably
anticipated business, products, or research and development of the
Company, and (ii) does not result, directly or indirectly, from any
work performed by me or on behalf of the Company."
7. The respective addresses for notices under the Original Employment
Agreement and the Original Confidentiality Agreement shall be as follows:
If to Nexar: Nexar Technologies, Inc.
182 Turnpike Road
Westborough, MA 01581
Attention: Albert J. Agbay, Chairman
If to Employee: Michael J. Paciello
c/o Nexar Technologies, Inc.
182 Turnpike Road
Westborough, MA 01581
8. Except to the extent modified hereby, all terms of the Original
Employment Agreement and the Original Confidentiality Agreement shall be
unaffected hereby and shall continue in full force and effect.
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EXECUTED as of the date first above written.
By: Michael J. Paciello
NEXAR TECHNOLOGIES, INC.
By: Albert J. Agbay, Chairman,
Chief Executive Officer and President
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