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EXHIBIT 10.13
[WIRELESS LOGO]
March 30, 2000
Mr. Antonio Canova
20436 Kilbride Court
Saratoga, CA 95070
Dear Tony,
On behalf of Wireless, Inc. I am pleased to offer you the position of Executive
Vice President of Administration and Chief Financial Officer. In addition you
will act as secretary for the Corporation.
Your primary responsibility will be the reporting of the company's financial
position to the shareholders and to be the primary contact for the investment
banking community. In addition to your primary responsibilities, you will
oversee all legal, human resource and MIS functions.
Your starting salary will be $180,000 per year paid on a bi-weekly basis of
$6,923.07 per pay period. You will be eligible to receive a management bonus of
$50,000 upon successful completion of the audited financial statements for
FY2000. In addition, you will receive the following:
o A Stock Option grant of 350,000 shares under the company's 1997 Stock
Option Plan, has been approved by the Board of Directors with an exercise
price of $5.00 per share. In accordance with the plan, twenty-five percent
(25%) of the shares will vest after the first year of employment.
Thereafter shares will vest monthly for the remaining three years of the
Plan.
o You can elect to exercise 100,000 of the 350,000 shares granted to you via
a company loan. Terms and conditions of this loan are covered in a separate
document.
o In the event of a change of control and the shares granted to you are not
fully vested. 50% of the unvested shares will vest immediately. In
addition, the remaining unvested shares will vest if within one year after
a change in control, you are subject to a "constructive termination" as
defined below.
"Constructive Termination" means (i) a material reduction of your duties,
authority or responsibilities, (ii) any reduction in your title, (iii) a
change in your reporting relationship requiring you to report to any person
other than the Company's Chief Executive Officer, (iv) a reduction of your
salary or bonus, as in effect immediately
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before the change in control, or (v) the relocation of your principle place
of employment, if the distance between your new office and your office
immediately before relocation is more than 40 miles.
o You will be eligible to participate in the employee benefit plan, which
includes medical, dental, long-term disability and term life insurance. The
company also sponsors a 401K Program, provides paid vacation and 10 paid
holidays per year.
o This offer is for full time employment and as such your are expected to
devote your best efforts to the success of Wireless, Inc. If the company
terminates your employment for any reason other than Cause, and if no
change in control has occurred, the Company will continue to pay your base
salary for the period of 6 months if employed less than two years or for 12
months if employed for more than two years. You and your eligible
dependents will be entitled to continue participating in all of the
Company's health benefit programs for the prevailing period referenced
above. In addition, you will receive accelerated vesting in accordance with
the prevailing period as outlined above. If the employee elects to
terminate his employment then none of these options will apply.
o This offer is contingent on your ability to start here at Wireless, Inc. as
soon as possible but no later than April 10, 2000.
Tony, I am excited and pleased to extend this opportunity to you and I am
looking forward to working with you to make Wireless into the industry leader in
the wireless communication marketplace.
Sincerely,
/s/ William J. Palumbo
William J. Palumbo
PRESIDENT AND CEO
I agree with the terms and conditions set forth in this offer letter and
anticipate my first day of employment to be Monday, April 10, 2000.
/s/ Antonio Canova April 10, 2000
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Antonio Canova Date
