EXHIBIT 10.9
[ION NETWORKS LETTERHEAD]
To: Stephen B. Gray June 16, 2000
From: Stephen Deixler
Re: FY2000 Compensation Package
The following will be the terms for your compensation for FY2000. This package
represents recognition for the job you have done at Microframe/ION Networks over
the last years as well as in recognition of your duties and responsibilities
going forward as ION Networks, Inc. CEO and President. This document amends and
restates the original letter dated April 1, 1999, to be effective as of such
date.
POSITION: CEO and President
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SALARY: Your salary will be $275,000/yr. effective 4/1/99
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TERM: This agreement is effective from 4/1/99 thru 3/31/2000
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OTHER: In addition to your salary, and a non-accountantable
----- expenses/signing bonus of $30K, you will be entitled to and
receive the following:
1) Fully paid medical/dental, including and/all out of
pocket Expenses and/or costs.
2) $1,750/mo. net car allowance, including all operating
Expenses, (i.e. insurance, gas, repairs, etc.)
3) 28 days of vacation with contractual provisions
equivalent to other Company officers. Specifically,
Section 3(d) which entitles the officer to either a)
28 days to be used/taken at officers' discretion as
business conditions allow and/or b) compensation in
respect of earned, but unused vacation days per the
executive vacation policy currently in place by the
company.
4) Grant of 100,000 Stock Options at the 4/1/99 share
price, vesting 2 years from 4/1/99.
5) Acceleration of all options you own (vested and
non-vested), if/when ION Networks is sold or if there
is a change of control/ownership in ION Networks.
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6) Any of your 577,000 non-qualified stock options that
are not vested (not including the options granted
pursuant to paragraph 4 hereof) will become vested
immediately upon signing of this agreement.
7) Any options you elect to exercise/sell up to a total
of 400,000 over the next two years with a maximum of
200,000 in any one year, will be backfilled in the
exact same quantities/type as were sold. These
options will be replaced at a strike price based upon
the then current market price of shares of ION
Networks, Inc.
Please let me know if you have any questions.
Good luck, Agreed:
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Stephen M. Deixler Stephen B. Gray
Chairman President and CEO
Dated: June 16, 2000
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