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Exhibit 99.3
August 22, 2000
Ms. Evelyn J. Cohen
864 Timber Lane
Dresher, PA 19025
Re: CONFIRMATION OF EMPLOYMENT AS DIRECTOR OF FINANCIAL REPORTING & CONTROL
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Dear Evelyn:
This letter reaffirms the terms set forth in the letter agreement
between you and WorldWide Web NetworX Corporation (the "Company") dated July 24,
2000, (and attached hereto as Exhibit A) and, to the extent the terms in that
letter agreement differ from those set forth below, modifies those terms.
The Company wishes to continue your employment with the Company as
Director of Financial Reporting and Control for a period of three-months
following the date of this letter (the "Term"). However, you remain an "at will"
employee and either you or the Company may end the employment relationship at
any time and for any reason permitted by law, or for no reason, upon written
notice.
During the Term, you shall, at the direction of the Chief Executive
Officer of the Company, direct the Company's financial reporting and treasury
functions, answer questions, provide information, and render advice. In addition
to the continuation of your salary and benefits, on the date hereof you will
receive the sum of Fifty Thousand Dollars, less applicable payroll deductions,
and the option to purchase 225,000 shares of the Company's common stock pursuant
to the terms of the Non-Qualified Stock Option Grant Agreement attached hereto
as Exhibit B and the Company's 1999 Equity Compensation Plan.
The Company's obligation to perform under the terms of this letter is
conditioned upon your execution of the Mutual Release attached to this letter as
Exhibit C contemporaneous with your acceptance of the terms of this letter. If
the terms of this letter are acceptable, please countersign and date this letter
in the space provided below and return the original of this letter to the
Company.
Very truly yours,
WORLDWIDE WEB NETWORX CORPORATION
/s/ Gerard T. Drumm
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Name: Gerard T. Drumm
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Title: President
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Accepted and Agreed:
/s/ Evelyn J. Cohen
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EVELYN J. COHEN
Date: August 22, 2000
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WORLDWIDE WEB NETWORX CORPORATION
1999 EQUITY COMPENSATION PLAN
NONQUALIFIED STOCK OPTION GRANT
This STOCK OPTION GRANT, dated as of August 22, 2000, (the "Date of
Grant"), is delivered by WORLDWIDE WEB NETWORX CORPORATION, (the "Company") to
EVELYN J. COHEN (the "Grantee").
RECITALS
A. The WorldWide Web NetworX Corporation 1999 Equity Compensation Plan
(the "Plan") provides for the grant of options to purchase shares of common
stock of the Company. The Board of Directors of the Company (the "Board") has
decided to make a stock option grant as an inducement for the Grantee to promote
the best interests of the Company and its shareholders. A copy of the Plan is
attached.
B. The Board is authorized to appoint a committee to administer the
Plan. If a committee is appointed, all references in this Agreement to the
"Board" shall be deemed to refer to the committee.
NOW, THEREFORE, the parties to this Agreement, intending to be legally
bound hereby, agree as follows:
1. GRANT OF OPTION. Subject to the terms and conditions set forth in this
Agreement and in the Plan, the Company hereby grants to the Grantee a
nonqualified stock option (the "Option") to purchase 225,000 shares of common
stock of the Company ("Shares") at an exercise price of $0.75 per Share. The
Option shall become exercisable according to Paragraph 2 below.
2. EXERCISABILITY OF OPTION. The Option is now exercisable by Grantee in full.
Notwithstanding Section 5 of the Plan, the Option is exercisable until the end
of the term specified in Section 3, without regard to any termination or
separation from the Company.
3. TERM OF OPTION. The Option shall have a term of ten years from the Date of
Grant and shall terminate at the expiration of that period, unless it is
terminated at an earlier date pursuant to the provisions of this Agreement or
the Plan. Notwithstanding the foregoing, in no event may the Option be exercised
after the date that is ten years from the Date of Grant.
4. EXERCISE PROCEDURES.
NQSO August 22, 2000 Page 1 of 4
EVELYN J. COHEN
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(a) Subject to the provisions of Paragraphs 2 and 3 above, the Grantee
may exercise part or all of the exercisable Option by giving the Board written
notice of intent to exercise in the manner provided in this Agreement,
specifying the number of Shares as to which the Option is to be exercised. On
the delivery date, the Grantee shall pay the exercise price (i) in cash, (ii)
with the approval of the Board, by delivering Shares of the Company which shall
be valued at their fair market value on the date of delivery, or (iii) by such
other method as the Board may approve, including, after a public offering of the
Company's stock, payment through a broker in accordance with procedures
permitted by Regulation T of the Federal Reserve Board. The Board may impose
from time to time such limitations as it deems appropriate on the use of Shares
of the Company to exercise the Option.
(b) The obligation of the Company to deliver Shares upon exercise of
the Option shall be subject to all applicable laws, rules, and regulations and
such approvals by governmental agencies as may be deemed appropriate by the
Board, including such actions as Company counsel shall deem necessary or
appropriate to comply with relevant securities laws and regulations. The Company
may require that the Grantee (or other person exercising the Option after the
Grantee's death) represent that the Grantee is purchasing Shares for the
Grantee's own account and not with a view to or for sale in connection with any
distribution of the Shares, or such other representation as the Board deems
appropriate. All obligations of the Company under this Agreement shall be
subject to the rights of the Company as set forth in the Plan to withhold
amounts required to be withheld for any taxes, if applicable. Subject to Board
approval, the Grantee may elect to satisfy any income tax withholding obligation
of the Company with respect to the Option by having Shares withheld up to an
amount that does not exceed the minimum applicable withholding tax rate for
federal (including FICA), state and local tax liabilities.
(c) At any time during which the Option may be exercised, Grantee may,
at his option, choose to exercise the Option on a cashless basis by giving
written notice at the principal office of the Company of his intent to effect a
cashless exercise ("NOTICE OF CASHLESS EXERCISE"). For any cashless exercise,
the Company will issue to Grantee the number of shares of its common stock equal
to (i) the number of Shares specified by Grantee in his Notice of Cashless
Exercise (the "TOTAL NUMBER") less (ii) the number of shares equal to the
quotient obtained by dividing (A) the product of the Total Number and the
Exercise Price by (B) the current market value of a share of the Company's
common stock. Otherwise, on the date the Company delivers the Shares to Grantee,
he shall pay the exercise price for each Share in cash to the Company. For
purposes of the foregoing, the current market value of a share of the Company's
common stock is the price paid for one share in the last open-market trade of
the day either on a national securities exchange or as listed on the OTC
Bulletin Board on the last trading day before the day the Option is exercised.
5. CHANGE OF CONTROL. The provisions of the Plan applicable to a Change of
Control shall apply to the Option, and, in the event of a Change of Control, the
Board may take such actions as it deems appropriate pursuant to the Plan. The
Company will treat Grantee's outstanding
NQSO August 22, 2000 Page 2 of 4
EVELYN J. COHEN
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Options in a manner and with procedures no less favorable than those with which
it treats all other Grantees.
6. RIGHT OF FIRST REFUSAL; REPURCHASE RIGHT; SHAREHOLDER'S AGREEMENT. As a
condition of receiving this Option, the Grantee hereby agrees that all Shares
issued under the Plan shall be subject to a right of first refusal and
repurchase right as described in the Plan, and the Board may require that the
Grantee (or other person exercising the Option) execute a shareholder's
agreement, in such form as the Board determines, with respect to all Shares
issued upon the exercise of the Option before a public offering of the Company's
stock.
7. RESTRICTIONS ON EXERCISE. Only the Grantee may exercise the Option during the
Grantee's lifetime and, after the Grantee's death, the Option shall be
exercisable (subject to the limitations specified in the Plan) solely by the
legal representatives of the Grantee, or by the person who acquires the right to
exercise the Option by will or by the laws of descent and distribution, to the
extent that the Option is exercisable pursuant to this Agreement.
8. GRANT SUBJECT TO PLAN PROVISIONS. This grant is made pursuant to the Plan,
the terms of which are incorporated herein by reference, and in all respects
shall be interpreted in accordance with the Plan unless otherwise noted herein.
The grant and exercise of the Option are subject to the provisions of the Plan
and to interpretations, regulations and determinations concerning the Plan
established from time to time by the Board in accordance with the provisions of
the Plan, including, but not limited to, provisions pertaining to (i) rights and
obligations with respect to withholding taxes, (ii) the registration,
qualification or listing of the Shares, (iii) changes in capitalization of the
Company and (iv) other requirements of applicable law. The Board shall have the
authority to interpret and construe the Option pursuant to the terms of the
Plan, and its decisions shall be conclusive as to any questions arising
hereunder. The Company hereby covenants that it will use commercially reasonable
efforts to file a registration statement on Form S-8 or otherwise to register
the shares underlying the Option not later than 120 days from the date of this
Grant.
9. NO EMPLOYMENT OR OTHER RIGHTS. The grant of the Option shall not confer upon
the Grantee any right to be retained by or in the employ or service of the
Company and shall not interfere in any way with the right of the Company to
terminate the Grantee's employment or service at any time. The right of the
Company to terminate at will the Grantee's employment or service at any time for
any reason is specifically reserved.
10. NO SHAREHOLDER RIGHTS. Neither the Grantee, nor any person entitled to
exercise the Grantee's rights in the event of the Grantee's death, shall have
any of the rights and privileges of a shareholder with respect to the Shares
subject to the Option, until certificates for Shares have been issued upon the
exercise of the Option.
11. ASSIGNMENT AND TRANSFERS. The rights and interests of the Grantee under this
Agreement may not be sold, assigned, encumbered or otherwise transferred except,
in the event of the death of the Grantee, by will or by the laws of descent and
distribution. In the event of any attempt by
NQSO August 22, 2000 Page 3 of 4
EVELYN J. COHEN
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the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of
the Option or any right hereunder, except as provided for in this Agreement, or
in the event of the levy or any attachment, execution or similar process upon
the rights or interests hereby conferred, the Company may terminate the Option
by notice to the Grantee, and the Option and all rights hereunder shall
thereupon become null and void. The rights and protections of the Company
hereunder shall extend to any successors or assigns of the Company and to the
Company's parents, subsidiaries, and affiliates. This Agreement may be assigned
by the Company without the Grantee's consent.
12. APPLICABLE LAW. The validity, construction, interpretation and effect of
this instrument shall be governed by and construed in accordance with the laws
of the State of Delaware, without giving effect to the conflicts of laws
provisions thereof.
13. NOTICE. Any notice to the Company provided for in this instrument shall be
addressed to the Company in care of the President at 521 Fellowship Road, Suite
130, Mount Laurel, NJ 08054, and any notice to the Grantee shall be addressed to
such Grantee at the current address shown on the payroll of the Company, or to
such other address as the Grantee may designate to the Company in writing. Any
notice shall be delivered by hand, sent by telecopy or enclosed in a properly
sealed envelope addressed as stated above, registered and deposited, postage
prepaid, in a post office regularly maintained by the United States Postal
Service.
IN WITNESS WHEREOF, the Company has caused its duly authorized officers
to execute and attest this Agreement, and the Grantee has executed this
Agreement, effective as of the Date of Grant.
Attest: WORLDWIDE WEB NETWORX CORPORATION
/s/ Allan M. Cohen By: /s/ Gerard T. Drumm
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Name: Allan M. Cohen Name: Gerard T. Drumm
Secretary Title: President
Accepted: /s/ Evelyn J. Cohen
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EVELYN J. COHEN
NQSO August 22, 2000 Page 4 of 4
EVELYN J. COHEN
