EXHIBIT 10.20
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is entered into as of
August 17, 2000 ("Effective Date") between INSYNQ, INC, a Delaware corporation
with its principal offices located at 1101 Broadway Plaza, Tacoma, Washington
98402 (the "Company"), and David S. Wolfe, a resident of Encinitas, California
(the "Employee").
In consideration of the promises and the terms and conditions set forth in
this Agreement, the parties agree as follows:
1. Position. During the term of this Agreement, the Company will employ
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the Employee, and the Employee will serve the Company in the capacity of
Director of Mergers and Acquisitions. As long as Employee does not perform
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policy-making functions for the Company as described under Rule 16(a) (1) of the
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Securities Exchange Act of 1934, as amended. It is acknowledged that Employee's
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position is not as an "executive officer" of the Company as defined by the rules
and regulations of the Securities and Exchange Commission under the Securities
Act of 1933, as amended ("'33 Act"), or the Securities Exchange Act of 1934, as
amended ("'34 Act"). The Company agrees not to report Employee as an executive
officer in any of its periodic reports filed under 34 Act. The Employee will
report directly to John P. Gorst, the Company's Chief Executive Officer and
Chairman.
2. Duties. The Employee will perform duties described in Exhibit "A,"
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attached to this Agreement and incorporated by this reference, together with
such additional reasonably related duties assigned by the Chief Executive
Officer or Board of Directors, none of which may include relocation from his
current residence in San Diego County, California.
3. Exclusive Service. Except with respect to the matters specified below,
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Employee will devote substantially all his working time and efforts to the
business and affairs of the Company. The foregoing shall not, however, preclude
the Employee: (a) from engaging in appropriate civic, charitable or religious
activities; (b) from serving on the boards of directors of other entities, with
the consent of the Company, which consent shall not be unreasonably withheld;
(c) from providing incidental assistance to family members on matters of family
business, so long as the foregoing activities and service do not conflict with
the Employee's responsibilities to the Company; (d) complete, manage and
supervise Employee's personal business affairs including, but not limited to,
two real estate projects/syndications common known as the "Tennessee land
development" and the "Riverside airport hangar project". (e) complete open and
pending matters with Employee's former employer, Tradeway Securities Group, Inc.
("Tradeway") including, but not limited to, KMS Energy, Inc.; and, (f)
consulting to Alternative Logistic Technologies, Inc., an entity in which
Employee has a significant equity position and financial interest. Company
further acknowledges that Employee is a "licensed person" with the NASD and that
Employee's U-4 is currently lodged with Tradeway where it will remain unless
changed by Employee. Company agrees to allow Employee to keep his
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securities licenses active with Tradeway or another NASD member broker-dealer
during the term hereof.
4. Term of Agreement.
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4.1 Initial Term. The Company agrees to continue the Employee's
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employment, and the Employee agrees to remain in the employ of the Company,
pursuant to the terms of this Agreement for a period of three (3) years after
the Effective Date, unless the Employee's employment is earlier terminated
pursuant to the provisions of this Agreement.
4.2 Renewal. The term of this Agreement shall be extended
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automatically, without further action of either party, as of three (3) years
after the Effective Date and on each succeeding anniversary of that date, for
terms of one (1) year, unless on or before ninety (90) days prior to the last
day of the term of this Agreement or any extension thereof, the Company or the
Employee shall notify the other in writing of its intention not to renew this
Agreement, in which case the Employee's employment shall terminate at the end of
the original term or any extension thereof. If either party notifies the other
of its intention not to renew this Agreement less than ninety (90) days prior to
the end of the term of this Agreement or any extension thereof, then such
termination shall be effective ninety (90) days from such notice. No notice of
non-renewal may be given by either party after a renewal term has commenced. Any
such renewal shall be upon such terms and conditions set forth in this
Agreement, unless otherwise agreed between the Company and the Employee. The
notice of non-renewal by either party shall in no way constitute a breach of
this Agreement.
5. Compensation and Benefits.
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5.1 Base Salary. The Employee's initial base annual salary will be
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$180,000 per year for the first year of his employment with the Company plus a
signing bonus in consideration of Employee's agreement to accept employment with
the Company in the form of an Incentive Stock Option for 25,000 shares of the
Company's Common Stock at an exercise price of fair market value per share (the
"First Option") which First Option shall vest on the effective date of this
Agreement and be subject to the terms and conditions of the 2000 Long Term
Incentive Plan. The Employee's base salary will be reviewed by the Chief
Executive Officer and/or Board of Directors at least annually. Employee's salary
will be payable as earned in accordance with the Company's customary payroll
practice.
5.2 Additional Benefits. The Company will provide the Employee and
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Employee's family full coverage of the Company's Health, Dental and Vision
plans. The Company will provide the Employee with a monthly auto allowance of
$500.00 without the requirement of providing vouchers or receipts. The Employee
will be eligible to participate in the Company's employee benefit plans of
general application, including without limitation pension and profit-sharing
plans, stock option, incentive or other bonus plans, life, disability, accident
and other programs as they become available, paid vacations and sabbatical leave
plans,
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and similar plans or programs, in accordance with the rules established for
individual participation in any such plan. The Employee will also be entitled to
reasonable holidays and illness days with full pay in accordance with the
Company's policy from time to time in effect. The Employee will be entitled to
the same benefits extended to members of the senior management staff of the
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Company, including but not limited to vacation accrual, if any.
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5.3 Additional Stock Options. On the Effective Date, the Employee shall be
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granted a compensatory stock option in the form of an Incentive Stock Option for
225,000 shares of the Company's Common Stock at an exercise price of fair market
value per share (the "Initial Option") subject to terms and conditions of the
2000 Long Term Incentive Program. Subject to Sections 7.2, 7.3 and 7.4 below,
the Initial Option shall be vested as to and provided the Employee continues to
be engaged under this Agreement on each of the vesting dates: 75,000 on the one
year anniversary of the Effective Date (September 1, 2001), and thereafter 1/24
of the remaining shares subject to the Initial Option each month the Employee
continues to be engaged under this Agreement. The shares issuable on exercise of
the Initial Option shall be in all events fully vested on the third anniversary
of the Effective Date.
5.4 Additional Bonus. The Company will compensate the Employee an
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additional bonus of 3% of the "Value" (as defined below) of any reorganization,
purchase of assets, merger or other form of acquisition or similar transaction
completed by the Company during the term of this Agreement, whether or not
initiated by Employee or the Company or a third party. The bonus will be awarded
in the form of 50% in cash and 50% in shares of Common Stock of the Company
issued at 50% of the price per share for which the Value was determined so as to
give effect to the restricted nature of such shares of Common Stock. The Company
covenants and agrees to use its best efforts to register under Rule 415 any and
all shares of Common Stock issuable under this Section 5.4 under the '33 Act as
soon as practicable after the date hereof. "Value" shall mean the total
consideration paid directly or indirectly by the Company or received by the
seller (including the Company if it is the seller) in the transaction, whether
in shares of common stock, notes, assumption of indebtedness or liabilities,
cash or otherwise, including non-competition payments and/or consulting fees
paid in addition or in lieu of the purchase price. Consideration other than cash
shall be valued at fair market value based upon the "agreed value" in the
transaction, or if no agreed value is specified, the Value shall be based upon
the average mean bid and asked price of the shares of the Company's Common Stock
for the five trading days prior to the closing of the transaction. All notes
shall be Valued at face, irrespective to the terms of payment or interest rate
on such notes.
5.5 Legal Expenses. The Company shall promptly reimburse the Employee for
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all reasonable legal expenses incurred by the Employee in connection with the
preparation of this Agreement, up to a maximum of $1,000.
5.6 Expenses. The Company will reimburse (monthly) the Employee for all
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reasonable and necessary expenses incurred by the Employee in connection with
the Company's business, including cell phone, entertainment, airfare,
automobile, hotel and miscellaneous expenses incurred by Employee, including
travel to the Company's offices in Tacoma, Washington subject to the Company's
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receipt of appropriate vouchers or receipts.
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6. Termination.
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6.1 Events of Termination. The Employee's employment with the
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Company shall terminate upon any one of the following:
(a) Thirty (30) days after the date of a written notice sent to
the Employee stating the Company's determination made in good faith that it is
terminating the Employee for "Cause" as defined under Section 6.2 below
("Termination for Cause"); or
(b) Thirty (30) days after the date of a written notice sent to
the Employee stating the Company's determination made in good faith that, due
to a mental or physical incapacity, the Employee has been unable to perform his
duties under this Agreement for a period of not less than three (3) consecutive
months ("Termination for Disability"); or
(c) Upon the Employee's death ("Termination Upon Death"); or
(d) Upon the date of a written notice sent to the Company
stating the Employee's determination made in good faith of "Constructive
Termination" by the Company, as defined under Section 6.3 below ("Constructive
Termination"); or
(e) Thirty (30) days after the date of a notice sent to the
Employee stating that the Company is terminating his employment, without Cause,
which notice can only be given by the Company at any time after the Effective
Date at the Company's sole discretion, for any reason or for no reason
("Termination Without Cause"); or
(f) Thirty (30) days after the date of a notice sent to the
Company from the Employee stating that the Employee is electing to terminate his
employment with the Company ("Voluntary Termination").
6.2 "Cause" Defined. For purposes of this Agreement, "Cause" for the
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Employee's termination will exist at any time after the occurrence of one or
more of the following events:
(a) Any willful act or acts of dishonesty undertaken by the Employee
intended to result in substantial gain or personal enrichment of the Employee at
the expense of the Company; or
(b) Any willful act of gross misconduct which is materially and
demonstrably injurious to the Company. No act, or failure to act, by the
Employee shall be considered "willful" if done, or omitted to be done, by him in
good faith and in the reasonable belief that his act or omission was in the best
interest of the Company and/or required by applicable law.
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6.3 "Constructive Termination" Defined. "Constructive Termination"
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shall mean:
(a) A material reduction in the Employee's salary or benefits not
agreed to by the Employee;
(b) A material change in the Employee's responsibilities not agreed
to by the Employee;
(c) The Company's breach or failure to comply in any material respect
with any material term of this Agreement after thirty (30) days written notice
of the Employee's claim of such failure;
(d) A requirement that the Employee relocate to an office that would
increase the Employee's one-way commute distance by more than thirty (30) miles
from his home in Encinitas, California; or
(e) The failure of the Company to obtain the unconditional
assumption of the Company's obligations to Employee under this Agreement by any
successor entity or acquirer in any sale, reorganization or merger transaction.
6.4 "Termination Without Cause" shall mean:
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(a) Termination of the Employee's employment with the Company for any
reason other than Cause; or
(b) Termination of the Employee's employment with the Company for any
reason following a Change in Control. "Change in Control" shall mean the
occurrence of any of the following events: (i) a merger or consolidation
involving the Company in which the shareholders of the Company immediately prior
to such merger or consolidation own less that fifty percent (50%) of the voting
power of the surviving corporation; (ii) the sale of all, or substantially all,
of the assets of the Company; (iii) any "person" or "group" (as defined in the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) becoming the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) directly or
indirectly of securities representing more than fifty percent (50%) of the
voting power of the Company then outstanding; or (iv) less than a majority of
the Board of Directors are persons who were either nominated for election by the
Board of Directors or were elected by the Board of Directors.
7. Effect of Termination.
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7.1 Termination for Cause or Voluntary Termination. In the event of
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any termination of the Employee's employment pursuant to Section 6.1(a) or
Section 6.1(f), the Company shall immediately pay to the Employee the
compensation and benefits accrued and otherwise payable to the Employee under
Section 5 through the date of termination. The
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Employee's rights under the Company's benefit plans of general application shall
be determined under the provisions of those plans.
7.2 Termination for Disability. In the event of termination of
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employment pursuant to Section 6.1(b):
(a) The Company shall immediately pay to the Employee the
compensation and benefits accrued and otherwise payable to the Employee under
Section 5 through the date of termination;
(b) For three (3) months after the termination of the Employee's
employment, the Company shall pay the Employee: (i) his salary under Section 5.1
above at the Employee's then-current salary, less applicable withholding taxes,
payable on the Company's normal payroll dates during that period; (ii)
healthcare premium for a period of three months;
(c) The Employee shall receive other benefit payments as provided in
the Company's standard benefit plans, and
(d) The Employee shall become fully and immediately vested in 100% of
the shares issuable under the Initial Option.
7.3 Termination Upon Death. In the event of termination of employment
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pursuant to Section 6.1(c), all obligations of the Company and the Employee
shall cease, except the Company shall immediately pay to the Employee (or to the
Employee's estate) the compensation and benefits accrued and otherwise payable
to the Employee under Section 5 through the date of termination, and the
Employee shall become fully and immediately vested in 100% of the shares
issuable under the Initial Option.
7.4 Constructive Termination or Termination Without Cause. In the
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event of any termination of this Agreement pursuant to Section 6.1(d) or Section
6.1(e):
(a) The Company shall immediately pay to the Employee the
compensation and benefits accrued and otherwise payable to the Employee under
Section 5 through the date of termination;
(b) For three (3) months after the termination of the Employee's
employment, the Company shall pay the Employee: (i) his salary under Section 5.1
above at the Employee's then-current salary, less applicable withholding taxes,
payable on the Company's normal payroll dates during that period; (ii)
healthcare premium for a period of three months.
(c) If the termination occurs within the first (12) twelve months
following the Effective Date, in addition to the First Option, the Employee
shall be vested in such number of shares of the Initial Option provided in
Section 5.3 equal to the product of 75,000 multiplied by the result of dividing
the number of months the Employee has provided services to the Company by
twelve; provided, however, in no event shall the vested amount of the Initial
Option be less than 37,500 shares.
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(d) If the termination occurs for any reason after a Change in
Control, then in addition to the foregoing benefits, the remainder of the
Initial Option shall, as of the date of employment termination, be immediately
100% vested and shall remain exercisable for the periods specified in Section
5.3; provided, that if the total amount of the benefits available to the
Employee under this Section 7.4, either alone or together with other payments
which the Employee has the right to receive from the Company, would constitute a
"parachute payment" as defined in Section 280G of the Internal Revenue Code
(the "Code"), then the Employee will receive whichever provides him with the
greater economic benefit: (i) the total amount of such benefits; or (ii) the
largest amount that would result in no portion of such benefits being subject to
the excise tax imposed by Section 4999 of the Code. The determination of which
of the foregoing would provide the greatest economic benefit to the Employee
shall be made by an independent accounting firm the fees for which determination
shall be paid by the Company.
8. Nondisclosure. The Employee acknowledges that during the course of his
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employment by the Company, the Company will provide, and the Employee will
acquire, knowledge of special and unique value with respect to the Company's
business operations, including, by way of illustration, the Company's existing
and contemplated product line, trade secrets, compilations, business and
financial methods or practices, plans, hardware and software technology
products, systems, programs, projects and know-how, pricing, cost of providing
service and equipment, operating and maintenance costs, marketing and selling
techniques and information, customer data, customer names and addresses,
customer service requirements, supplier lists, and confidential information
relating to theCompany's policies, employees, and/or business strategy (all of
such information herein referenced to as the "Confidential Information"). The
Employee recognizes that the business of the Company is dependent upon
Confidential Information and that the protection of the Confidential Information
against unauthorized disclosure or use is of critical importance to the Company.
The Employee agrees that, without prior written authorization of the Chief
Executive Officer of the Company, the Employee will not, during his employment,
divulge to any person, directly or indirectly, except to the Company or its
officers and agents or as reasonably required in connection with the Employee's
duties on behalf of the Company, or make independent use of, except on behalf of
the Company, any of the Company's Confidential Information, whether acquired by
the Employee during his employment or not. The Employee further agrees that the
Employee will not, at any time after his employment has ended, use or divulge to
any person directly or indirectly any Confidential Information, or use any
Confidential Information in subsequent employment of any nature. If the Employee
is subpoenaed, or is otherwise required by law to testify concerning
Confidential Information, the Employee agrees to notify the Company upon receipt
of a subpoena, or upon belief that such testimony shall be required. This
nondisclosure provision shall survive the termination of this Agreement for any
reason. The Employee acknowledges that the Company would not employ the Employee
but for his covenants and promises contained in this Section 8.
9. Return of Documents. The Employee agrees that if the Employee's
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relationship with the Company is terminated (for whatever reason), the Employee
shall not remove or take with the Employee, but will leave with the Company or
return to Company, all Confidential Information, records, files, data,
memoranda, reports, customer lists, customer information, product information,
price lists, documents and other information, in whatever form (including
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on computer disk), and any and all copies thereof, or if such items are not on
the premises of the Company, the Employee agrees to return such items
immediately upon the Employee's termination or the request of the Company. The
Employee acknowledges that all such items are and remain the property of the
Company.
10. No Interference or Solicitation. The Employee agrees that during his
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employment, and for a period of twelve (12) months following the termination of
his employment (for whatever reason), that neither he nor any individual,
partner(s), limited partnership, corporation or other entity or business with
which he is in any way affiliated, including, without limitation, any partner,
limited partner, director, officer, shareholder, employee, or agent of any such
entity or business, will: (i) request, induce or attempt to influence, directly
or indirectly, any employee of the Company to terminate their employment with
the Company; or (ii) employ any person who as of the date of this Agreement was,
or after such date is or was, an employee of the Company. The Employee further
agrees that during the period beginning with the commencement of the Employee's
engagement with the Company and ending twelve (12) months after the termination
of the Employee's employment with the Company (for whatever reason), he shall
not, directly or indirectly, as an employee, agent, consultant, stockholder,
director, partner or in any other individual or representative capacity of the
Company or of any other person, entity or business, solicit or encourage any
present or future customer, supplier, contractor, partner or investor of the
Company to terminate or otherwise alter his, his or its relationship with the
Company. This provision shall survive the termination of this Agreement for any
reason.
11. Non-Competition. In consideration of the numerous mutual promises
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contained in the Agreement between the Company and the Employee, including,
without limitation, those involving Confidential Information, and in order to
protect the Company's Confidential Information and to reduce the likelihood of
irreparable damage which would occur in the event such information is provided
to or used by a competitor of the Company, the Employee agrees that during his
employment and for an additional period of six (6) months immediately following
the termination by the Company of his employment for Cause or by Employee
voluntarily terminating his employment, (the "Non-Competition Term"), not to,
directly or indirectly, either through any form of ownership or as a director,
officer, principal, agent, employee, employer, adviser, consultant, shareholder,
partner, or in any individual or representative capacity whatsoever, without the
prior written consent of the Company (which consent may be withheld in its sole
discretion): (i) compete for or solicit business related to "Application Service
Provider Services," then presently being offered by the Company to, for or on
behalf of any person or business entity with a place of business in the United
States or Canada; (ii) own, operate, participate in, undertake any employment
with or have any interest in any entity with a place of business in the United
States or Canada in the business of marketing and selling of Application Service
Provider Services to persons or business entities, except owning publicly traded
stock for investment purposes only in which the Employee owns less than 5%;
(iii) compete for or solicit application service provider services business from
any customer of the Company (or its successors by merger); or (iv) use in any
competition, solicitation, or marketing effort any Confidential Information, any
proprietary list, any information concerning customers of the Company.
"Application Service Provided Services" shall mean providing a combination of
software applications, Web hosting and access and telecommunication integration
through the Company's server based computing model.
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If, during any period within the Non-Competition Term, the Employee is not
in compliance with the terms of this Section 11, the Company shall be entitled
to, among other remedies, compliance by the Employee with the terms of this
Section 11 for an additional period equal to the period of such noncompliance.
For purposes of this Agreement, the term "Non-Competition Term" shall also
include this additional period. The Employee hereby acknowledges that the
geographic boundaries, scope of prohibited activities and the time duration of
the provisions of this Section 11 are reasonable and are no broader than are
necessary to protect the legitimate business interests of the Company.
This non-competition provision shall survive the termination of the
Employee's employment and can only be revoked or modified by a writing signed by
the parties which specifically states an intent to revoke or modify this
provision. The Employee acknowledges that the Company would not employ him but
for his covenants or promises contained in this Section 11.
12. Reformation of Section 11. The Company and the Employee agree and
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stipulate that the agreements and covenants not to compete contained in Section
11 hereof are fair and reasonable in light of all of the facts and circumstances
of the relationship between the Employee and the Company; however, the Employee
and the Company are aware that in certain circumstances courts have refused to
enforce certain agreements not to compete. Therefore, in furtherance of, and not
in derogation of the provisions of Section 11, the Company and the Employee
agree that in the event a court should decline to enforce the provisions of
Section 11, that Section 11 shall be deemed to be modified or reformed to
restrict the Employee's competition with the Company or its affiliates to the
maximum extent, as to time, geography and business scope, which the court shall
find enforceable; provided, however, in no event shall the provisions of Section
11 be deemed to be more restrictive to the Employee than those contained
herein.
13. Injunctive Relief. The Employee acknowledges and agrees that the
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agreements and covenants contained in this Agreement are essential to protect
the Confidential Information, business, and goodwill of the Company. The
Employee further acknowledges that the breach of any of the agreements contained
herein, including, without limitation, the confidentiality covenants specified
in Section 8, the non-solicitation covenants specified in Section 10, and the
non-competition covenants contained in Section 11, will give rise to irreparable
injury to the Company, inadequately compensable in damages. Accordingly, the
Company shall be entitled to injunctive relief to prevent or cure breaches or
threatened breaches of the provisions of this Agreement and to enforce specific
performance of the terms and provisions hereof in any court of competent
jurisdiction, in addition to any other legal or equitable remedies which may be
available. The Employee further acknowledges and agrees that in the event of the
termination of the Employee's employment with the Company, whether voluntary or
involuntary, that the enforcement of a remedy hereunder by way of injunction
shall not prevent the Employee from earning a reasonable livelihood. The
Employee further acknowledges and agrees that the covenants contained herein are
necessary for the protection of the Company's legitimate business interests and
are reasonable in scope and content.
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14. Miscellaneous
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14.1 Indemnification and Errors and Omissions Insurance. The Company
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agrees to indemnify and defend the Employee to the full extent provided by
Delaware law, and on terms no less favorable than any indemnification agreement
the Company has at any time during the term of this Agreement with an executive
or officer of the Company. The Company agrees to reimburse Employee upon demand
for any costs incurred in requesting or obtaining indemnification under this
paragraph.
14.2 Arbitration. The Employee and the Company shall submit to
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mandatory binding arbitration to held in Pierce County, Washington, in any
controversy or claim arising out of, or relating to, this Agreement or any
breach hereof. Such arbitration shall be conducted in accordance with the
commercial arbitration rules of the American Arbitration Association in effect
at that time, and judgment upon the determination or award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. The
arbitrator is hereby authorized to award to the prevailing party the costs
(including reasonable attorneys' fees and expenses) of any such arbitration.
14.3 Severability. If any provision of this Agreement shall be found
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by any arbitrator or court of competent jurisdiction to be invalid or
unenforceable, then the parties hereby waive such provision to the extent that
it is found to be invalid or unenforceable and to the extent that to do so would
not deprive one of the parties of the substantial benefit of its bargain. Such
provision shall, to the extent allowable by law and the preceding sentence, be
modified by such arbitrator or court so that it becomes enforceable and, as
modified, shall be enforced as any other provision hereof, all the other
provisions continuing in full force and effect.
14.4 No Waiver. The failure by either party at any time to require
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performance or compliance by the other of any of its obligations or agreements
shall in no way affect the right to require such performance or compliance at
any time thereafter. The waiver by either party of a breach of any provision
hereof shall not be taken or held to be a waiver of any preceding or succeeding
breach of such provision or as a waiver of the provision itself. No waiver of
any kind shall be effective or binding, unless it is in writing and is signed by
the party against whom such waiver is sought to be enforced.
14.5 Assignment. This Agreement and all rights hereunder are personal
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to the Employee and may not be transferred or assigned by the Employee at any
time. The Company may assign its rights, together with its obligations
hereunder, to any parent, subsidiary, affiliate or successor, or in connection
with any sale, transfer or other disposition of all or substantially all of its
business and assets, provided, however, that any such assignee assumes the
Company's obligations hereunder.
14.6 Withholding. All sums payable to the Employee hereunder shall be
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reduced by all federal, state, local and other withholding and similar taxes and
payments required by applicable law.
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14.7 Entire Agreement. This Agreement constitutes the entire and
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only agreement between the parties relating to employment of the Employee with
the Company, and this Agreement supersedes and cancels any and all previous
contracts, arrangements or understandings with respect thereto.
14.8 Amendment. This Agreement may be amended, modified,
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superseded, cancelled, renewed or extended only by an agreement in writing
executed by both parties hereto.
14.9 Notices. All notices and other communications required or
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permitted under this Agreement shall be in writing and hand delivered, sent by
telecopier, sent by registered first class mail, postage pre-paid, or sent by
nationally recognized express courier service. Such notices and other
communications shall be effective upon receipt if hand delivered or sent by
telecopier, five (5) days after mailing if sent by mail, and one (1) day after
dispatch if sent by express courier, to the following addresses, or such other
addresses as any party shall notify the other parties:
If to the Company:
INSYNQ, INC.
Attn: John P. Gorst
1101 Broadway Plaza
Tacoma, Washington 98402
If to the Employee:
David S. Wolfe
1375 Ravean Court
Encinitas, California 92024
14.10 Binding Nature. This Agreement shall be binding upon, and
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inure to the benefit of, the successors and personal representatives of the
respective parties hereto.
14.11 Headings. The headings contained in this Agreement are for
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reference purposes only and shall in no way affect the meaning or interpretation
of this Agreement. In this Agreement, the singular includes the plural, the
plural included the singular, the masculine gender includes both male and female
referents, and the word "or" is used in the inclusive sense.
14.12 Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed to be an original but all of which,
taken together, constitute one and the same agreement.
14.13 Governing Law. This Agreement and the rights and obligations
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of the parties hereto shall be construed in accordance with the laws of the
State of Washington, without giving effect to the principles of conflict of
laws.
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14.14 Attorneys' Fees. In the event of any claim, demand or suit
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arising out of or with respect to this Agreement, the prevailing party shall be
entitled to reasonable costs and attorneys' fees, including any such costs and
fees upon appeal.
IN WITNESS WHEREOF, the Company and the Employee have executed this
Agreement as of the date first above written.
"THE COMPANY" "EMPLOYEE"
INSYNQ, INC.
/s/ John P. Gorst /s/ David S. Wolfe
By:_______________________________ _______________________
John P. Gorst David S. Wolfe
Chief Executive Officer & Chairman
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EXHIBIT "A"
TO
EMPLOYMENT AGREEMENT
DUTIES OF EMPLOYEE
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Coordinate and manage the merger and acquisition activities of the Company
including negotiations, pricing and coordination of the legal documentation.
Coordinate with market makers and analysts regarding the Company stock
including promotion of the Company's activities and progress in press releases,
10K, 10Q, etc.
Consult, advise, and assist the Chairman's activities as requested with
particular emphasis in merger and acquisition technique, strategy and pricing.
Assist the Chairman as directed in matters that benefit the Company's
future and market presence.
In performing the following duties, Employee shall not be required to spend
any specific amount of time in Tacoma, Washington, although Employee recognizes
that he may be required to travel to the Company's offices for one to two days
per week during the term hereof.
13
Amendment #1 to
Employment Agreement
Adjustment of Compensation
Employee agrees to a reduction in compensation for a period three (3) months, or
until such funding has been received by the Company in the amount of $1,000,000
or more. The adjustment of compensation shall equal $3,000.00 (30%) per payroll
period and shall terminate upon the earliest of the above events.
Employee Insynq, Inc.
/s/ David S. Wolfe /s/ John P. Gorst
- --------------------------- --------------------------------
By: By:
/s/ David S. Wolfe John P. Gorst
- --------------------------- --------------------------------
David S. Wolfe Print Name (John P. Gorst)
September 27, 2000 September 27, 2000
- --------------------------- --------------------------------
Date Date
AMENDMENT NO. 1
EMPLOYMENT AGREEMENT
Effective October 19, 2000, Employee shall be granted Non Qualified Stock Option
("Option") for 300,000 shares of the Company's Common Stock and such Options
shall vest in the following manner:
The first 150,000 shares shall vest when Insynq secures $500,000 financing,
whether debt or equity line
The remaining 150,000 shares shall vest when Insynq, Inc. secures financing in
the amount of $500,000 or greater, whether debt or equity line.
NONQUALIFIED STOCK OPTION AGREEMENT
UNDER THE INSYNQ, INC.
2000 LONG TERM INCENTIVE PLAN
Date of Grant: October 19, 2000
Name of Optionee: David Wolfe
Number of Shares: 300,000
Price Per Share: $.81, the Closing Price of a share of Insynq, Inc. on
October 19, 2000.
Insynq, Inc. (the "Company"), hereby grants to the above-named Optionee
(the "Optionee") an option (the "Option") to purchase from the Company, for the
price per share set forth above, the number of shares of Common Stock, $.001 par
value (the "Stock"), of the Company set forth above pursuant to Insynq, Inc.
2000 Long Term Incentive Plan (the "Plan"). This Option is not intended to
constitute an "incentive stock option" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
1. Terms. The terms and conditions of the Option granted hereby, to the
-----
extent not controlled by the terms and conditions contained in the Plan, are as
follows:
a. Price. The price at which each share of Stock subject to this
-----
Option may be purchased shall be the price set forth above, subject to any
adjustments that may be made pursuant to the terms of the Plan.
b. Exercise and Vesting. This Option shall be fully vested on the
--------------------
Date of Grant and may be exercised only during the period between October
19, 2000 and October 19, 2010. This Option may be exercised in whole or in
part. Except as set forth in Section 4 hereof, the Optionee may not
exercise this Option unless at the time of exercise he has provided
services to the Company and/or a Subsidiary of the Company continuously
since the Date of Grant, and this Option shall terminate and be forfeited
thirty (30) days following the date the Optionee ceases to provide services
to the Company. This Option shall be exercisable during the lifetime of
the Optionee only by him or his guardian or legal representative. Neither
the Optionee nor any person exercising this Option pursuant to Section 4
hereof may exercise this Option for a fraction of a share.
2. Exercise and Payment.
--------------------
a. Manner of Exercise. The Optionee (or his representative,
------------------
guardian, devisee or heir, as applicable) may exercise any portion of this
Option that has become exercisable in accordance with the terms hereof as
to all or any of the shares of stock by giving written notice of exercise
to the Company, in form satisfactory to the Board,
specifying the number of shares to be purchased and accompanying such
notice with payment of the full purchase price therefor in (i) lawful
United States currency or (ii) partially or entirely in whole shares of
Stock of the Company with a Fair Market Value per share (as defined in the
Plan) equal to the Option Price for such number of shares as of the close
of business on the immediately preceding business day, with the balance, if
any, to be paid in cash. This Option may not be exercised for less than
fifty (50) shares of Stock or the number of shares of Stock remaining
subject to this Option, whichever is smaller. The election shall state the
address to which dividends, notices, reports, etc. are to be sent, and
shall contain the Optionee's social security number. Only one (1)
certificate evidencing the Stock will be issued unless the Optionee
otherwise requests in writing. Shares of Stock purchased upon exercise of
the Option will be issued in the name of the Optionee. The Optionee shall
not be entitled to any rights and privileges as a shareholder of the
Company in respect of any shares of Stock covered by this Option until such
shares of Stock shall have been paid for in full and issued to the
Optionee.
b. Payment. Payment shall be in cash, or by certified or cashier's
-------
check payable to the order of the Company, free from all collection
charges. Notwithstanding the preceding, at the direction of the Board,
payment may be made by delivery of shares of Stock already owned by the
Optionee and having a fair market value equal to the aggregate Option
Price, or by a combination of cash and shares of Stock. Options shall be
deemed to have been exercised on the first date upon which the Company
receives the notice of exercise, payment of the purchase price and all
other documents, information and amounts required in respect of such
exercise by the Plan or this Agreement.
3. The Plan and the Committee. It is understood that the Plan is
--------------------------
incorporated herein by reference and made a part of this Agreement as if fully
set forth herein. The Plan shall control in the event there shall be any
conflict between the Plan and this Agreement, and it shall control as to any
matters not contained in this Agreement. Terms used in this Agreement which are
defined in the Plan shall have the same meanings in this Agreement as are
assigned to such terms in the Plan. The Committee shall have authority to make
constructions of this Agreement, and to correct any defect or supply any
omission or reconcile any inconsistency in this Agreement, and to prescribe
rules and regulations relating to the administration of this Option and other
Options granted under the Plan.
4. Death or Disability. In the event of termination of services by
-------------------
reason of disability (of which the Committee shall be the sole judge) or the
death of the Optionee while he is providing services to the Company or a
Subsidiary of the Company, this Option shall be fully exercisable (whether or
not exercisable on the date of his death or termination of employment by reason
of disability) at any time prior to the expiration date of this Option, by the
person or persons specified in the Optionee's will or, if the Optionee shall
have failed to make specific provision in his will for such exercise or shall
have died intestate, or in the case of disability, when appropriate, by the
Optionee's guardian or legal representative.
5. Compliance with Laws. Each exercise of this Option shall, at the
--------------------
election of the Committee, be contingent upon receipt by the Company from the
holder of this Option of such written representations concerning his intentions
with regard to retention or disposition of the shares
2
being acquired by exercise of this Option and/or such written covenants and
agreements as to the manner of disposal of such shares as, in the opinion of the
Committee, may be necessary to ensure that any disposition by such holder will
not involve a violation of the Securities Act of 1933, as amended, or any
similar or superseding statute or statutes, or any other applicable statute or
regulation, as then in effect. This Option shall be subject to the requirement
that if at any time the Committee shall determine, in its discretion, that the
listing, registration or qualification of the shares of Stock subject to this
Option upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of the issuance or delivery of shares hereunder, this
Option may not be exercised unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Committee.
6. Rights as a Shareholder. Neither the Optionee nor his guardian or
-----------------------
legal representatives shall be or have any of the rights or privileges of a
shareholder of the Company in respect of any of the shares deliverable upon the
exercise of this Option unless and until certificates representing such shares
shall have been issued and delivered.
7. No Right of Employment. Neither the granting of this Option, the
----------------------
exercise of any part hereof, nor any provision of the Plan or this Agreement
shall constitute or be evidence of any understanding, express or implied, on the
part of the Company or any Subsidiary of the Company to employ the Optionee as a
consultant for any specified period.
8. Representation of Optionee. Optionee hereby represents and warrants
--------------------------
to the Company that, if the option is exercised, the shares of Stock shall be
acquired solely for Optionee's own account, for investment purposes only and not
with a view to the distribution or resale thereof. Optionee understands and
acknowledges that (i) the share of Stock are unregistered and may not be sold
unless they are subsequently registered under the Securities Act and applicable
state securities laws, or unless an exemption from such registration is
available; (ii) the exemption from registration under Rule 144 under the
Securities Act may not ever become available; and (iii) the Company is under no
obligation to register the shares of Stock under the Securities Act or any state
securities law or to make Rule 144 (or any other exemption) available.
9. Non-Transferability. Except as otherwise provided in this Agreement,
-------------------
this Option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated or otherwise disposed of in any
way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of this Option, or any right or
privilege conferred hereby, contrary to the provisions hereof, this Option and
the rights and privileges conferred hereby shall immediately become null and
void.
10. Notice. Every notice or other communication relating to this
------
Agreement shall be in writing and shall be mailed or delivered to the party for
whom it is intended, in each case properly addressed, if to the Company, at the
address of its executive offices in Tacoma, Washington, Attention: Chief
Executive Officer, or if mailed or delivered to the Optionee, at the address set
forth
3
in the Company's records (or at such other address or in care of such other
person as may hereafter be designated in writing by either party to the other).
11. Governing Law. This Agreement will be governed by and construed in
-------------
accordance with the laws of the State of Washington, other than with respect to
choice of laws rules and principles. The Optionee consents to personal
jurisdiction in any action brought in any court, federal or state, within the
State of Washington having subject matter jurisdiction in the matter.
12. Entire Agreement. This Agreement is the complete agreement and
----------------
understanding between the parties with respect to the subject matter hereof and
supersedes and preempts any prior understandings, agreements or representations,
either oral or written, between the parties that may have related to the subject
matter hereof in any way. No change or modification of this Agreement shall be
valid or binding on the parties hereto, nor shall any waver of any term or
condition in the future be so binding, unless such change or modification or
waver shall be in writing and signed by the parties hereto.
13. Severability. In the event any provision of this Agreement is held to
------------
be unenforceable for any reason, the unenforceability thereof will not affect
the remainder of the Agreement, which shall remain in full force and effect and
enforceable in accordance with its terms. However, if any provision of this
Agreement is held to be unenforceable and such unenforceability shall
substantially alter this Agreement or change the intent and/or effect hereof,
the parties hereby agree to amend and/or modify this Agreement sufficiently to
restore the original intended effect or, as close thereto as possible.
14. Counterparts. This Agreement may be executed in any number of
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
its name by its duly authorized officer on the date first above written, and the
Optionee has hereunto set his hand on such date.
COMPANY:
INSYNQ, INC.
By: /s/ John P. Gorst
-----------------------------------
Its: Chairman CEO
---------------------------------
OPTIONEE:
/s/ David Wolfe
--------------------------------------
David Wolfe
4
AMENDMENT NO. 2
EMPLOYMENT AGREEMENT
Effective November 29, 2000, Employee shall be granted Non Qualified Stock
Option ("Options") for 500,000 of the Company's Common Stock
These options are granted as additional compensation and
exercisable immediately at $.01 per share. These options
are granted in recognition of the activities assisting the
CEO and other officers negotiating and arranging the
financial affairs of the company.
NONQUALIFIED STOCK OPTION AGREEMENT
UNDER THE
INSYNQ, INC.
2000 LONG TERM INCENTIVE PLAN
Date of Grant: December 1, 2000
Name of Optionee: David S. Wolfe
Number of Shares: 500,000 (Five Hundred Thousand)
Price Per Share: $.01, (One Cent)
INSYNQ, Inc. (the "Company"), hereby grants to the above-named
Optionee (the "Optionee") an option (the "Option") to purchase from the
Company, for the price per share set forth above, the number of shares of
Common Stock, $.001 par value (the "Stock"), of the Company.
1. Terms. The terms and conditions of the Option granted hereby, to the
-----
extent not controlled by the terms and conditions contained in the Plan, are as
follows:
a. Price. The price at which each share of Stock subject to this
-----
Option may be purchased shall be the price set forth above, subject to any
adjustments that may be made pursuant to the terms of the Plan.
b. Exercise and Vesting. This Option may be exercised only to the
--------------------
extent that such Option is vested in accordance with the following table:
May Be Purchased
----------------
Number of Shares Not Before Not After
---------------- ---------- ---------
500,000 December 1, 2000 December 5, 2000
___________ ___________ ___________
___________ ___________ ___________
___________ ___________ ___________
Subject to the preceding vesting schedule, this Option may be exercised in
whole or in part. Except as set forth in Sections 4 or 5 hereof, (i) the
Optionee may not exercise this Option unless at the time of exercise he has
been in the employ of the Company and/or a Subsidiary of the Company
continuously since the date of the grant of this Option, and (ii) the
unvested portion of this Option shall terminate and be forfeited
immediately on the date the Optionee ceases to be a full-time employee of
the Company. This Option shall be exercisable during
the lifetime of the Optionee only by him or his guardian or legal
representative. Neither the Optionee nor any person exercising this Option
pursuant to Section 6 hereof may exercise this Option for a fraction of a
share.
2. Exercise and Payment.
--------------------
a. Manner of Exercise. The Optionee (or his representative, guardian,
------------------
devisee or heir, as applicable) may exercise any portion of this Option
that has become exercisable in accordance with the terms hereof as to all
or any of the shares of stock by giving written notice of exercise to the
Company, in form satisfactory to the Board, specifying the number of shares
to be purchased and accompanying such notice with payment of the full
purchase price therefor in (i) lawful United States currency or (ii)
partially or entirely in whole shares of Stock of the Company with a Fair
Market Value Per Share (as defined in the Plan) equal to the Option price
for such number of shares as of the close of business on the immediately
preceding business day, with the balance, if any, to be paid in cash. This
Option may not be exercised for less than fifty (50) shares of Stock or the
number of shares of Stock remaining subject to this Option, whichever is
smaller. The election shall state the address to which dividends, notices,
reports, etc. are to be sent, and shall contain the Optionee's social
security number. Only one (1) certificate evidencing the Stock will be
issued unless the Optionee otherwise requests in writing. Shares of Stock
purchased upon exercise of the Option will be issued in the name of the
Optionee. The Optionee shall not be entitled to any rights and privileges
as a shareholder of the Company in respect of any shares of Stock covered
by this Option until such shares of Stock shall have been paid for in full
and issued to the Optionee.
b. Payment. Payment shall be in cash, or by certified or cashier's
-------
check payable to the order of the Company, free from all collection
charges. Notwithstanding the preceding, at the direction of the Board,
payment may be made by delivery of shares of Stock already owned by the
Optionee and having a fair market value equal to the aggregate Option
Price, or by a combination of cash and shares of Stock. Options shall be
deemed to have been exercised on the first date upon which the Company
receives the notice of exercise, payment of the purchase price and all
other documents, information and amounts required in respect of such
exercise by the Plan or this Agreement.
c. Shareholder's Agreement. Prior to the issuance of any shares of
-----------------------
Stock under this Agreement and the Plan, the Participant shall execute a
copy of the then applicable shareholders agreement of XCEL Management, Inc.
2
3. Withholding Tax. Prior to the exercise of this Option, and as a
---------------
condition to the Company's obligation to deliver shares upon such exercise, or
in connection with any disposition of shares acquired pursuant to such exercise,
the holder of this Option shall make arrangements satisfactory to the Company
for the payment of any applicable federal or other withholding taxes payable as
a result thereof, which the Optionee may elect to satisfy by instructing the
Company to retain a sufficient number of shares of Stock to cover the amount
required to be withheld.
4. Termination of Employment. If Optionee's employment relationship with
-------------------------
the Company shall be terminated by the Company for Cause (as defined below)
prior to the expiration or earlier termination of this Option, then all rights
of such Optionee under this Agreement shall terminate and shall be forfeited
effective as of the date of such termination of employment relationship.
(a) the substantial and continuing failure of the Optionee, after
notice thereof, to render services to the Company in accordance with the
terms or requirements of the Optionee's employment or consulting
relationship with the Company;
(b) disloyalty, gross negligence, willful misconduct, dishonesty or
breach of fiduciary duty to the Company;
(c) the commission of an act of embezzlement or fraud;
(d) deliberate disregard of the rules or policies of the Company which
results in direct or indirect loss, damage or injury to the Company;
(e) the unauthorized disclosure of any trade secret or confidential
information of the Company; or
(f) the commission of an act that constitutes unfair competition with
the Company or which induces any customer or supplier to break a contract
with the Company.
5. Death or Disability. In the event of termination of employment by
-------------------
reason of disability (of which the Committee shall be the sole judge) or the
death of the Optionee while he is an employee of the Company or a Subsidiary of
the Company, this Option shall be fully exercisable (whether or not exercisable
on the date of his death or termination of employment by reason of disability)
at any time prior to the expiration date of this Option or within twelve (12)
months after the date of death or termination of employment, whichever is the
shorter period, by the person or persons specified in the Optionee's will or, if
the Optionee shall have failed to make specific provision in his will for such
exercise or shall have died intestate, or in the case of disability, when
appropriate, by the Optionee's guardian or legal representative.
3
6. Compliance with Laws. Each exercise of this Option shall, at the
--------------------
election of the Committee, be contingent upon receipt by the Company from the
holder of this Option of such written representations concerning his intentions
with regard to retention or disposition of the shares being acquired by exercise
of this Option and/or such written covenants and agreements as to the manner of
disposal of such shares as, in the opinion of the Committee, may be necessary to
ensure that any disposition by such holder will not involve a violation of the
Securities Act of 1933, as amended, or any similar or superseding statute or
statutes, or any other applicable statute or regulation, as then in effect.
This Option shall be subject to the requirement that if at any time the
Committee shall determine, in its discretion, that the listing, registration or
qualification of the shares of Stock subject to this Option upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of the
issuance or delivery of shares hereunder, this Option may not be exercised
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the
Committee.
7. Rights as a Shareholder. Neither the Optionee nor his guardian or
-----------------------
legal representatives shall be or have any of the rights or privileges of a
shareholder of the Company in respect of any of the shares deliverable upon the
exercise of this Option unless and until certificates representing such shares
shall have been issued and delivered.
8. No Right of Employment. Neither the granting of this Option, the
----------------------
exercise of any part hereof, nor any provision of the Plan or this Agreement
shall constitute or be evidence of any understanding, express or implied, on the
part of the Company or any Subsidiary of the Company to employ the Optionee for
any specified period.
9. Representation of Optionee. Optionee hereby represents and warrants to
--------------------------
the Company that, if the option is exercised, the shares of Stock shall be
acquired solely for Optionee's own account, for investment purposes only and not
with a view to the distribution or resale thereof. Optionee understands and
acknowledges that (i) the share of Stock are unregistered and may not be sold
unless they are subsequently registered under the Securities Act and applicable
state securities laws, or unless an exemption from such registration is
available; (ii) the exemption from registration under Rule 144 under the
Securities Act may not ever become available; and (iii) the Company is under no
obligation to register the shares of Stock under the Securities Act or any state
securities law or to make Rule 144 (or any other exemption) available.
10. Non-Transferability. Except as otherwise provided in this Agreement,
-------------------
this Option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated or otherwise disposed of in any
way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of this Option, or any right or
privilege conferred hereby, contrary to the provisions hereof, this Option and
the rights and privileges conferred hereby shall immediately become null and
void.
11. Notice. Every notice or other communication relating to this
------
Agreement shall be in writing and shall be mailed or delivered to the party for
whom it is intended, in each case properly addressed, if to the Company, at the
address of its executive offices in Tacoma, Washington,
4
Attention: Chief Executive Officer, or if mailed or delivered to the Optionee,
at the address set forth below his signature to this Agreement (or at such other
address or in care of such other person as may hereafter be designated in
writing by either party to the other).
12. Governing Law. This Agreement will be governed by and construed in
-------------
accordance with the laws of the State of Washington, other than with respect to
choice of laws rules and principles. The Optionee consents to personal
jurisdiction in any action brought in any court, federal or state, within the
State of Washington having subject matter jurisdiction in the matter.
13. Entire Agreement. This Agreement is the complete agreement and
----------------
understanding between the parties with respect to the subject matter hereof and
supersedes and preempts any prior understandings, agreements or representations,
either oral or written, between the parties that may have related to the subject
matter hereof in any way. No change or modification of this Agreement shall be
valid or binding on the parties hereto, nor shall any waver of any term or
condition in the future be so binding, unless such change or modification or
waver shall be in writing and signed by the parties hereto.
14. Severability. In the event any provision of this Agreement is held to
------------
be unenforceable for any reason, the unenforceability thereof will not affect
the remainder of the Agreement, which shall remain in full force and effect and
enforceable in accordance with its terms. However, if any provision of this
Agreement is held to be unenforceable and such unenforceability shall
substantially alter this Agreement or change the intent and/or effect hereof,
the parties hereby agree to amend and/or modify this Agreement sufficiently to
restore the original intended effect or, as close thereto as possible.
15. Counterparts. This Agreement may be executed in any number of
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
its name by its duly authorized officer on the date first above written, and the
Optionee has hereunto set his hand on such date.
COMPANY:
INSYNQ, INC.
By: /s/ John P. Gorst
-----------------------------------
Its: Chairman/CEO
OPTIONEE:
/s/ David S. Wolfe
--------------------------------------
Signature
David S. Wolfe
1325 Ravera Court
Encinietas, CA 92024
Social Security Number
6
EXHIBIT "A"
-----------
NOTICE OF EXERCISE
(To be executed by Holder to exercise the
Warrant in whole or in part)
Insynq, Inc.
1101 Broadway Plaza
Tacoma, Washington 98402
Re: Option to Purchase Common Stock dated December 1, 2000 by and between
the Company and David S. Wolfe (the "Option')
Dear Sir or Madam:
The undersigned holder irrevocably elects to exercise the Option of Insynq,
Inc. to purchase 500,000 shares of Common Stock of Insynq, Inc. (the "Company")
subject to the Option, and hereby makes payment of the amount of $5000.00 in the
manner described below, representing the Exercise Price per share of Common
Stock multiplied by the number of shares of Common Stock to be purchased
pursuant to this exercise.
By:/s/ David S. Wolfe
------------------------
$__________cash
$5000 check
$__________wire transfer
ADDENDUM TO EMPLOYMENT AGREEMENT
DATED NOVEMBER 29, 2000
This addendum is to further clarify the Non Qualified Stock Option (the
"Option") granted on November 29, 2000. The Option is not granted pursuant to
Insynq, Inc.'s 2000 Long Term Incentive Plan but is being registered outside the
Plan. A separate Form S-8 registration statement will be filed to register the
shares subject to the Options. The shares shall be registered at issuance and
be issued no later than fifteen (15) days from the exercise date of this Option.
Dated: December 7, 2000
EMPLOYEE INSYNQ, INC.
/s/ David S. Wolfe /s/ John P. Gorst
- --------------------------------- -----------------------------
David S. Wolfe John P. Gorst
Chief Executive Officer