EXHIBIT 10.3
VIRTUAL ACADEMICS.COM, Inc.
6421 Congress Ave, Suite 201
Boca Raton, Florida 33487
Mr. Robert K. Bettinger
Virtual Academics.com, Inc.
6421 Congress Avenue, Suite 201
Boca Raton, FL 33487
Re: Offer of Employment:
Dear Robert:
On behalf of Virtual Academics.com, Inc. ("company"), I am pleased to
offer you the position of Chairman of the Board and Secretary of the company. In
this capacity, your responsibilities will include the oversight of all of the
company's operations, including development of strategic alliances with
synergistic entities and other business development and positioning of its
global market share. You will report directly to the board of directors of the
company. This letter clarifies and confirms other terms of your employment with
the company.
I. Start Date. Your employment will start on the date written below.
II. Salary. Your base annual salary will be $10,800, payable in accordance
with the company's standard payroll practice and subject to applicable
withholding taxes. Because your position is exempt from overtime pay,
your salary will compensate you for all hours worked. Your base salary
will be reviewed periodically by the company's board of directors or
its compensation committee, and any increases will be effective as of
the date determined by the board or compensation committee.
III. Stock Options. In addition to the compensation above, you will be
entitled to receive options to purchase 100,000 shares of common stock
of the company each year of your employment with the company. The
options will be exercisable at a price equal to the fair market value
of the common stock on the date of grant. This stock will bear
appropriate restrictive legends under the Securities Act of 1933, as
amended, and will be payable at year-end of each year in which you are
entitled to receive the stock.
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VIRTUAL ACADEMICS.COM, Inc.
6421 Congress Ave, Suite 201
Boca Raton, Florida 33487
IV. Bonus. In addition to your base salary, you will be eligible to receive
an annual bonus, at the sole discretion of the board of directors. The
bonus may take the form of cash, options to purchase common stock of
the company or restricted stock of the company.
V. Benefits. You will also be entitled, during the term of your
employment, to such vacation, medical and other employee benefits as
the company may offer from time to time, subject to applicable
eligibility requirements. The company reserves the right to make any
modification to this benefits package that it deems appropriate.
VI. Term and Termination . The term of this agreement is 24 months, subject
to automatic renewals of 12-month terms unless terminated by the
company or you with 30 days' prior written notice to the company's
board of directors. The company may terminate you with or without
cause. The following constitutes "cause":
A. Any act of fraud or embezzlement;
B. Your conviction of any felony involving an act of dishonesty,
moral turpitude, deceit or fraud;
C. Any act of dishonesty or misconduct (whether in connection
with your responsibilities as an employee of the company or
otherwise) that either materially impairs the company's
business, goodwill or reputation or materially compromises
your ability to represent the company with the public; or
D. Your material failure to perform your lawful duties to the
company after receiving written notice from the board of
directors describing such failure in reasonable detail.
VII. Additional Provisions. Your acceptance of this offer will bind you to
accepting the terms of your employment described in this letter. You
indicate your acceptance by signing both copies of this letter, keeping
one copy for your files. This letter supercedes any and all previous
offers, discussions or other communications, including electronic
communications, you may have had with the company. Any modifications
must be in writing and signed by both parties.
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VIRTUAL ACADEMICS.COM, Inc.
6421 Congress Ave, Suite 201
Boca Raton, Florida 33487
We are excited about your joining us, and look forward to a
profitable and mutually beneficial working relationship.
Sincerely,
Dated as of December 1, 1999
/s/ STEVEN M. BETTINGER
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Steven M. Bettinger
Chief Executive Officer and
President
ACCEPTANCE
I accept employment with Virtual Academics.com, Inc. under the terms
set forth in this letter:
/s/ ROBERT K. BETTINGER
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Robert K. Bettinger
