EXHIBIT 10.10
BREAKAWAY SOLUTIONS, INC.
February 17, 1999
Mr. Christopher Harding
901 Stonington Road
Shavertown, PA 18708
Dear Christopher:
BreakAway Solutions, Inc. (the "Company") is pleased to offer you the
position of Senior Vice President - Sales and Field Marketing of the Company
(the "Position") subject to the terms and conditions set forth in this letter
agreement ("Agreement"). In consideration of the mutual agreements set forth
below, you and the Company agree to the following:
1. EFFECTIVE DATE; TERM; EFFECT OF TERMINATION OF THIS AGREEMENT,
(a) EFFECTIVE DATE. This Agreement shall be effective upon the
Company's receipt of a copy of this Agreement originally executed by you
(such date being referred to as the "Effective Date") until March 1, 2001
(the "Employment Period") unless sooner terminated by you or the Company in
accordance with this Agreement. This Agreement shall automatically renew for
a successive two year term expiring March 1, 2003. unless wither party
provides written notice of noon-renewal to the other party on or prior to
February 1, 2001. In connection with your execution of this Agreement, you
agree that, upon request of the Company, you shall provide proof of your
legal right to work in the United States as required by the U.S. Immigration
and Naturalization Service. If you are not a U.S. citizen or U.S. permanent
resident, you will be required either to sign an assurance regarding
obligations not to export technical data or software to certain countries, or
to comply with the requirements of subsection 6(a) below to the extent
applicable to you.
(b) EFFECT OF TERMINATION OF THIS AGREEMENT. Termination of your
employment with the Company shall terminate this Agreement. Following
termination of this Agreement, this Agreement shall become null and void and
no party hereto (or any of their respective directors, officers or
employees) shall have any liability or further obligation to any other party
under this Agreement, except as provided in this Section 1(b) and Sections
3, 4, 5 or 6 of this Agreement, or as provided in the Option Agreement
referenced in Section 3. Nothing contained in this Section 1 shall relieve any
party from liability for any breach of this Agreement occurring prior to any
termination.
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2. POSITION, DUTIES AND DURATION OF ASSIGNMENT. You will serve in the
Position with such duties and responsibilities that exist as of the Effective
Date, and/or as may later be reasonably assigned by the President of the
Company, provided the duties are commensurate with the duties and
responsibilities of Senior Vice President-Sales and Field Marketing of
companies that are of comparable size and in comparable industries to the
Company. You will report directly to the President. You will devote all of
your business time, skill, attention and best efforts to the Company's
business and to discharge and fulfill the responsibilities assigned to you by
the COmpany during your employment. You shall not render services to any
other person or entity without the prior written consent of the Company, and
you shall not engage in any activity which conflicts or interferes with the
performance of the duties and responsibilities of the Position.
3. COMPENSATION AND BENEFITS
(a) SALARY. During your employment and commencing with your first day
of work for the Company (which we agree shall be on or before March 1, 1999;
the "Start Date"), you will receive a base salary of $9,1667.67 per pay
period (which is equivalent to an annual base salary of $220,000 paid out
over 24 pay periods per year) ("Base Salary"), in accordance with the
semi-monthly payment schedule now being employed by the COmpany. During the
Employment Period, the Base Salary shall be reviewed at least annually by the
Company' Board of Directors after consultation with you and may from time to
time be increased as determined by the Board of Directors. Effective as of
the date of any such increase, the Base Salary as so increased shall be
considered the new Base Salary for all purposes of this Agreement and may not
thereafter be reduced. Any increase in Base Salary shall not limit or reduce
any other obligation of the Company to you under this Agreement. The Company
will make such deductions, withholdings, and other payments from sums payable
pursuant to this Agreement which are required by law for taxes and other
charges, or which you request pursuant to payroll deductions chose by you. In
the even of your death, the Company will make all salary payments which are
accrued and not yet paid as of the date of your death to your legal
representative. All dollar amounts stated in this and all other Sections of
this Agreement refer to United States currency.
(b) BONUSES. You will receive a bonus of $50,000 payable on the Start
Date (the "Starting Bonus"). In addition, at the end of the first year of
your employment, you will be eligible to receive a target bonus of 30% of
your base salary based on Company profitability, as determined in accordance
with the COmpany's Profit Sharing Plan.
(c) STOCK OPTION. Subject to approval by the Board of Directors, you
will be granted, as of your Start Date, an incentive stock option under the
COmpany's 1998 Stock Option Plan (the "Stock Option Plan") to purchase up to
757,813 shares of the Company's common stock, $.0001 par value per share (the
"Common Stock") (or such greater amount, if any, which shall be equal to four
percent (4%) of the common stock of the Company outstanding on the Start
Date), at an exercise price equal to the then current
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fair market value per share of the Common Stock as determined by the Board of
Directors, pursuant to a separate stock option agreement substantially in the
form attached hereto as Exhibit A, with such changes as you and the Company
mutually agree upon (provided, however, that to the extent any provision of
such exhibit is inconsistent with an express provision contained in this
Agreement, this Agreement shall prevail and the form of option agreement
shall be appropriately revised). Notwithstanding the foregoing, if applicable
tax laws or regulations limit the number of options which may be granted as
incentive stock options, then the balance of such options shall be granted as
"non-qualified stock options" and the company shall issue to you one or more
separate non-qualified stock option agreements substantially in the form
attached hereto as Exhibit B with respect to such options, with such changes
as you and the company mutually agree upon (provided, however, that to the
extent any provision of such exhibit is inconsistent with a express provision
contained in this Agreement, this Agreement shall prevail and the form of
option agreement shall be appropriately revised). Although the company and you
intend that the stock options described above be in lieu of normal or other
option grants through the end of March, 2001, the Board of Directors may at
any time in its discretion consider you for possible future annual or other
grants of options and commencing April, 2001, shall at least once during each
year consider you for a grant of additional options.
(ii) the stock option agreement shall provide that, subject to
Section 5(b) below, (A) 378,907 shares will be vested on the Start Date, (B)
the remaining shares will vest in 36 equal monthly installments commencing on
the first anniversary of the Start Date, over a period of three years after
such first anniversary date, and (C) all unvested shares shall immediately
become vested in full upon the occurrence of a Triggering Event (as defined
below).
"Triggering Event" means immediately prior to the occurrence
of any of the following events: (a) a public offering by the Company of
shares of its common stock, (b) a sale of all or substantially all of the
Company's assets or all or substantially all of the shares of its capital
stock, (c) a consolidation or merger of the Company in which a majority of
outstanding shares of the Company's capital stock are exchanged for
securities, cash or other property of any other corporation or business
entity, (d) a consolidation or merger involving the Company as a result of
which the the stockholders of the Company immediately prior to such event do
not own immediately following the occurrence of such event, at least a
majority of the common stock and voting power of the entity resulting from
such consolidation or surviving such merger, or (e) the liquidation or
dissolution of the Company. In addition, if the Company or stockholders of
the Company enter into an agreement with respect to an event described in (b)
thorough (e) of the preceding sentence, then upon the consummation of such
event a Triggering Event shall be deemed to have occurred upon the date of
such agreement.
(iii) The stock option agreement shall also contain a right of first
refusal and a repurchase obligation in favor of the company upon termination
of your employment. Upon termination of your employment. Upon termination of
your employment, the Company shall repurchase all your Company stock and
vested options at the fair market value as of the date of
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termination. If the Company stock is not then publicly traded on a recognized
stock exchange, the fair market value shall be determined in good faith by
the Company's Board of Directors, and the Company shall notify you in writing
of such valuation. If you dispute the fair market value so determined, you
shall notify the Company in writing within 5 days after the Company's notice.
You and the Company agree in good faith to choose, within 10 days after your
notice, a mutually acceptable appraiser to determine the fair market value.
If you and the Company cannot agree on such appraiser, the appraiser shall be
appointed by the American Arbitration Association in Boston and shall have
expertise in valuing technology companies. Within 30 days after the
appointment, the appraiser shall determine the fair market value of the stock
and deliver a written report to the parties as to such appraisal. The
appraiser's determination of fair market value of the stock shall be final
and binding upon all parties. The costs of the appraiser shall be borne
equally by you and the Company. The consideration paid by the Company for
the exercise of its right of first refusal or its repurchase upon termination
of your employment may include an interest-bearing promissory note from the
Company having a term of no greater than five years.
(d) BENEFITS. You will be entitled to participate in or receive all
benefits under the Company's employee benefit plans and policies as in effect
from time to time and as are provided to senior management of the Company.
The Company may change, amend, modify or completely eliminate any benefit
plan from time to time.
(e) BUSINESS EXPENSES. You will be entitled to reimbursement for
necessary and reasonable business expenses incurred by you in your employment
with the Company in accordance with accounting procedures as the Company shall
adopt from time to time, including but not limited to business class or first
class air travel.
(f) RELOCATION EXPENSES. The Company will pay reasonable expenses
incurred by you in order to relocate from New Jersey/Pennsylvania to work for
the Company pursuant to the this Agreement, in an amount not to exceed
$50,000. The Company agrees to gross-up such relocation expenses to cover
taxes imposed upon you in respect of the non-qualified portion of such
expenses.
(g) VACATION/HOLIDAYS. During your employment under this Agreement you
will be entitled to no less than four weeks paid vacation, accrued in
accordance with Company policies applicable to senior management, and
Company holidays in accordance with the Company's holiday policies, as they
may be amended from time to time.
(h) RECEIPT OF DOCUMENTATION. You acknowledge that you have received
from the Company copies of the Stock Plan and the Company's benefit plans.
You understand and agree that the Company has reserved the right and option,
in its sole discretion, to change, interpret or modify these and all other
plans or policies at any time in accordance with the terms of the respective
plans or policies.
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4. Restrictions and Conditions
As an express condition of this Agreement and your continued employment
with the Company, you agree to comply with the agreements and other
conditions in this Section.
(a) AGREEMENT NOT TO DISCLOSE CONFIDENTIAL INFORMATION. While employed
by the Company and thereafter, you shall not, directly or indirectly, use any
Confidential Information (as hereinafter defined) other than pursuant to your
employment by and for the benefit of the Company, or disclose to anyone
outside of the Company any such Confidential Information, without (i) the
prior written consent of the Company or (ii) as may be otherwise required by
law or legal process, provided however that before making any such disclosure
pursuant to clause (ii) you first give written notice of the intended
disclosure to the Company within a reasonable time prior to the time when
disclosure is to be made, and exercise best efforts, in cooperation with the
Company, to obtain confidential treatment for such Confidential Information.
The term "Confidential Information" as used throughout this Agreement shall
mean all trade secrets, proprietary information, inventions and developments,
including customer lists, business plans, and all other data or information
(and any tangible evidence, record or representation thereof), whether
prepared, conceived or developed by an employee of the Company (including
you) or received by the Company from an outside source, which is in the
possession of the Company and which is maintained in confidence by the
Company or which might permit the Company or its clients or customers
(hereinafter collectively referred to as ""Clients'') to obtain a competitive
advantage over competitors who do not have access to such trade secrets,
proprietary information, or other data or information. This provision does
not apply to any Confidential Information that the Company has voluntarily
disclosed to the public or that has otherwise legally entered the public
domain. You understand that the Company from time to time has in its
possession information which is claimed by others to be proprietary and which
the Company has agreed to keep confidential. You agree that all such
information shall be Confidential Information for purposes of this Agreement.
(b) ASSIGNMENT OF DEVELOPMENTS. You agree that all Confidential
Information and all other discoveries, inventions, ideas, designs, concepts,
processes, methods and improvements or parts thereof, conceived or otherwise
made by you during the period of your employment by the Company, alone or
jointly with others and in any way relating to the Company's present or
proposed products or services or to tasks assigned to you during the course
of your employment, whether or not made during your regular working hours or
on the Company's premises (hereinafter collectively referred to as
"Developments"), together with all products or services which embody such
Developments, shall be the sole property of the Company. You agree to, and
hereby do, assign to the Company all your right, title and interest
throughout the world in and to all Developments and to anything tangible
which evidences or constitutes any such Development. You agree that all such
Developments shall constitute works made for hire under the copyright laws of
the United States and hereby assign and, to the extent any such assignment
cannot be made at present, you hereby agree to assign to the Company all
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copyrights, patents, reproductions and other proprietary rights you may have
in any such Development, together with the right to file for and/or own
wholly without restriction United States and foreign patents, trademarks, and
copyrights with respect thereto.
(c) EXCEPTIONS TO THIS AGREEMENT. You hereby certify that you have
informed the Company in writing of any and all continuing obligations which
you have to any previous employer and all Confidential Information or
Developments which you claim as your own or otherwise intend to exclude from
this Agreement.
(d) EMPLOYEE'S OBLIGATION TO COOPERATE. You will, at any time during
your employment, or after it terminates, on request of the Company, execute
all reasonable documents and perform all lawful and reasonable acts which the
Company considers necessary or advisable to secure its rights under this
section of this Agreement and to carry out the intent of this section of the
Agreement.
(e) RETURN OF PROPERTY. At any time on written request of the
Company, you shall return promptly all documents and other property belonging
to the Company or its Clients or business partners.
(f) RESTRICTIONS ON CERTAIN POST-EMPLOYMENT ACTIVITIES.
(i) As long as you are employed by the Company and for a period
of one year after the termination of your employment for any reason, you
shall not solicit, or induce to resign any employee of the Company (or anyone
who was an employee of the Company during the period beginning six months
prior to your termination of employment with the Company), or assist in such
hiring by any person or business entity or encourage any such employee to
terminate his or her employment with the Company.
(ii) As long as you are employed by the Company and for a period
of one year following termination of your employment, you shall not either
directly or indirectly (a) solicit, divert, or attempt to divert from the
Company to yourself or to any other person or business entity the business or
patronage of any Clients, prospective clients or business partners of the
Company; or (b) provide services, whether on your own behalf or as an owner,
manager, consultant, director, officer, partner or employee of any other
person or business entity, to any of the Clients or prospective clients of
the Company contacted by the Company or you; provided, however, that clause
(b) shall not prohibit you from accepting employment as a direct employee
of Clients or business partners. You agree to inform the Company of any
activities that violate or may violate the terms of this Section. In the
event that you breach any of the terms of this Section, the prohibitions
set forth in this Section will remain in effect for one year from the
discovery of such a breach by an officer of the Company.
(g) NO OTHER AGREEMENT. You warrant that you are not subject to any
agreement or obligation with any other party which would or could in any way
conflict with your obligations under this Agreement, except any agreement or
obligation that may
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exist with Cambridge Technology Partners, Inc. You warrant that, to the best
of your knowledge, you have provided the Company with accurate and complete
copies of all such agreements and written summaries of all such unwritten
obligations with Cambridge Technology Partners, inc. You agree to indemnify
and hold harmless the Company from any claims, actions or damages arising from
or relating to breach of this subsection.
(h) EQUITABLE REMEDIES; SURVIVAL You and the Company agree that upon
a breach or violation of any provision of this Section 4, the Company, in
addition to all other remedies which might be available to it, shall be
entitled as a matter of right to equitable relief in any court of
competent jurisdiction, including the right to obtain injunctive relief or
specific performance. You and the Company agree that the remedies at law for
any such breach or violation are not fully adequate and that the injuries to
the Company as a result of the continuation of any breach or violation are
incapable of full calculation in monetary terms and, therefore, constitute
irreparable harm. The provisions of this Section 4 shall survive termination
of this Agreement.
5. COMPENSATION AND BENEFITS UPON TERMINATION OF EMPLOYMENT.
Upon termination of your employment (such date of termination being
referred to as the "Termination Date"), the Company will pay you the
compensation and benefits as described in this Section 5.
(a) The Company will pay you on or about the Termination Date all
salary and vacation pay, if any, that has been earned or accrued through the
date of your termination from the Company and has not yet been paid.
(b) If your employment terminates at any time after the Start Date (i)
by the Company other than for "cause" as defined below, or (ii) by your for
"good reason":
then following your Termination Date, in addition to the consideration
described in Section 5(a):
(A) subject to subsection (B) below, the Company will continue to
pay your Base Salary at the times and in the amounts set forth in
Section 3(a) until the first anniversary of the Termination Date.
(B) Notwithstanding the foregoing subsection (A),if your employment
terminates in connection with any prohibition by a court of law on
your providing services to the Company (a "Prohibition"), (I) the
Company will continue to pay you your Base Salary at the times and
in the amounts set forth in Section 3(a) only until the earliest to
occur of: (aa) the first anniversary of the effective date of the
Prohibition or (bb) such time as you have commenced employment
with another employer at a base salary at least equal to the Base
Salary; PROVIDED, that if you are employed by
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another employer at a base salary less than the Base Salary, the
amount so payable by the Company under clause (aa) shall be reduced
by the amount of base salary earned at the new employment position
and (II) if such Prohibition occurs (aa) during the 180 day period
commencing on the Start Date, all sock options referred to in
Section 3(c) shall immediately and automatically terminate, the
Company shall refund to you the exercise price, if any, previously
paid by you upon exercise of such option and the shares issued upon
such exercise shall be automatically cancelled, or (bb) during the
period commencing on the 181st day after the Start Date and ending
on the 365th day after the Start Date, the stock option referred to
in Section 3(c) shall immediately and automatically terminate as to
such number of shares equal to the product of (x) the difference
between 365 and the actual number of days that have elapsed from the
Start Date until the Termination Date, multiplied by (y) a fraction,
the numerator of which is 378,907 and the denominator of which is
365, the Company shall refund to you the exercise price, if any,
previously paid by you upon exercise of such option and the shares
issued upon such exercise shall be automatically cancelled.
Termination for "good reason" shall mean termination of employment by you
for any of the following reasons: (i) any material breach of this agreement
by the Company, including, without limitation, causing or requiring you to
report to anyone other than the President of the Company or the Board of
Directors, (ii) the failure of a successor to the Company to assume and agree
to be bound by this Agreement, or (iii) requiring you to be principally based
at any location more than 50 miles from the current offices of the Company in
boston, Massachusetts, or (iv) termination by you for any reason or no reason
during the 30 day period commencing nine months after a Triggering
Event described in subsection (b), (c) or (d) of the definition of "Triggering
Event" contained in Section 3(c)(ii).
(c) If the Company terminates your employment for "cause" or you
terminate your employment other than for "good reason";
(i) within the thirty (30) day period after your Start Date, you
agree to reimburse the Company on your Termination Date in an amount equal to
the product of (A) the difference between 30 and the actual number of days
that have elapsed from the Start Date until the Termination Date, multiplied,
by, (B) a fraction, the numerator of which is the aggregate amount of the
Starting Bonus paid by the Company and the denominator of which is 30; or
(ii) prior to March 1, 2000, you agree to reimburse the Company on
your Termination Date for a portion of such expenses in an amount equal to
the product of (A) the difference between 365 and the actual number of days
that have elapsed from the Start Date until the Termination Date, multiplied
by (B) a fraction, the numerator of which is
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the aggregate amount of relocation expenses paid by the Company, and the
denominator of which is 365.
(d) You may be entitled to continuation of applicable life insurance,
accidental death and disability or other benefits provided that you make an
appropriate conversion and comply with the requirements of the applicable
benefit plans.
(e) You will not be entitled to receive any other compensation or
benefits provided by, through or on behalf of the Company, other than
benefits that are vested as of the date of termination and that are payable
in accordance with the terms of any applicable benefit plan.
(f) For purposes of this Section 5, "cause" shall mean that you are
terminated for one or more of the following reasons:
(i) your substantial, material and continuing failure, after
written notice thereof, to render services to the Company in accordance with
the terms of this Agreement, which shall materially and adversely affect the
Company;
(ii) your gross negligence, willful misconduct, dishonesty or
breach of fiduciary duty to the Company; or
(iii) your commission of any act of embezzlement or fraud; or
(iv) your deliberate disregard of material rules or material
policies of the Company which results in direct or indirect loss, damage or
injury to the Company; or
(v) your willful or intentional material breach or violation of
this Agreement, including without limitation your unauthorized disclosure of
any Confidential Information of the Company; or
(vi) your willful or intentional material breach or violation of
this Agreement, including without limitation your unauthorized disclosure of
any Confidential Information of the Company; or
(vii) you have been convicted of a felony, or
(g) "cause" shall not include any act or omission of which the
President or any member of the Board of Directors has had actual knowledge
for at least 6 months.
(h) You acknowledge and agree that (i) the Company shall be under no
obligation to provide any compensation or benefits under this Section 5
unless and until
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your payment obligations to the Company pursuant to Section 5(c) have been
satisfied in full, and (ii) the Company, in its sole discretion, may offset
your payment obligations under Section 5(c) against its payment obligations
under this Section 5. You further acknowledge and agree that the compensation
and benefits provided above have been negotiated with the Company and shall
be deemed to fully satisfy any notice requirements which may be required by
an jurisdiction. This Section 5 constitutes your only rights to compensation,
benefits, damages, or other remedies arising out of the termination of your
employment.
(i) The provisions of this Section 5 shall survive termination of this
Agreement.
6. GENERAL.
(a) EMPLOYMENT ELIGIBILITY. From time to time after your first day of
employment, you may be asked to provide proof of your identity as well as
your legal right to work in the United States. If for any reason you are
unable to provide proof of your identity as well as your legal right to work
in the United States, the Company may not be able to employ you in the
Position and may terminate your employment. If you are a citizen of a
restricted country (as identified by the U.S. Department of Commerce) you
must receive a validated license from the Office of Export Licensing. This
license must be obtained within a time limit established by the Company.
(b) GOVERNING LAW. The validity, interpretation, effect, and enforcement
of this Agreement shall be governed by the internal laws of the Commonwealth
of Massachusetts, without regard to choice of law rules.
(c) ENTIRE AGREEMENT. In making your decision whether or not to accept
this offer, you agree that you have not relied upon any promises or
representations made by the Company, other than those made in this letter.
This Agreement and the agreements referred to herein or to be executed
pursuant to the provisions herein set forth the entire Agreement and
understanding between you and the Company, and supersede any other
negotiations, agreements, understandings, oral agreements, representations
or past or future practices, whether written or oral, with, by or of the
Company.
Each Company plan or policy referred to herein directly or by implication
is incorporated herein only insofar as it does not contradict this Agreement.
If any inconsistencies between this Agreement and any such plan or policy or
future plan or policy exist, the most recent applicable plan document or
official policy shall control.
(d) MODIFICATION. This Agreement may not be amended, modified, changed or
discharged in any respect except as agreed in writing and signed by you and
the Present of the Company.
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(e) SEVERABILITY AND INTERPRETATION. In the event that any provision or
any portion of this Agreement is held invalid or unenforceable by a court of
competent jurisdiction, such provision or portion thereof shall be considered
separate and apart from the remainder of this Agreement and the other
provisions shall remain fully valid and enforceable. In the event that any
provision is held to be overly broad as written, such provision shall be
deemed amended to narrow its application to the extent necessary to make the
provision enforceable according to applicable law and enforced as amended.
(f) NOTICES. All notices required by this Agreement shall be given in
writing either by personal delivery or by first class mail, return receipt
requested. Notices given to the Company shall be addressed to the Company at
its address set forth on the first page of this Agreement, or at such later
address when the Company's principal offices are located. Notice to you shall
be to the last known address as set forth in your personnel file. Notice
given by personal delivery shall be deemed given when delivered. Notice given
by mail shall be deemed given five (5) days following the date of mailing. A
copy of all notices to you shall be delivered to Joseph D. McGlinchey, II,
Esq., The Pilot House, Lewis Whart, Boston, MA 02110.
(g) MISCELLANEOUS. The rights of the Company under this Agreement
shall inure to the benefit of and shall be binding upon the present and
future subsidiaries of the Company, any and all subsidiaries of a subsidiary,
and successors and assigns of the Company. No assignment of this Agreement by
the Company will relieve the Company of its obligations hereunder. You shall
not assign any of your rights and/or obligations under this Agreement and any
such attempted assignment will be void. This Agreement shall be binding upon
your heirs, executors, administrators or other legal representatives and
their legal assigns.
(h) WAIVER. A waiver by either party of any of the terms or conditions
of this Agreement in any instance shall not be deemed or construed to be a
waiver of such term or condition for the future, or of any subsequent breach
thereof. All remedies, rights, undertakings, obligations and agreements
contained in this Agreement shall be cumulative and none of them shall be in
limitation of any other remedy, right, undertaking, obligation or agreement
of either party.
(i) SURVIVAL. The provision of this Section 6 shall survive
termination of this Agreement.
(j) DIRECTORS AND OFFICERS LIABILITY INSURANCE. During the term of
this Agreement, the Company agrees to maintain Directors and Officers
Liability Insurance in amounts and with scope(s) of coverage deemed
reasonable and appropriate by the Board of Directors.
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If you agree with the foregoing, please sign below and return the
original to me. You may keep the enclosed copy for your records.
Sincerely,
BreakAway Solutions, Inc.
/s/ Gordon Brooks
--------------------------
Gordon Brooks, President
Agreed to this 17th day of February, 1999
/s/ Chris Harding
Employee: ---------------------------
Christopher Harding
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EXHIBIT A
[See standard incentive stock option agreement form attached]
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EXHIBIT B
[See standard non-qualified stock option agreement form attached]
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