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EXHIBIT 10.1
Briarly Cottage, Paintings Lane, Highclere, Hampshire, RG20 9PS
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Raymond Seitz
Chairman of the Board
Authoriszor Incorporated
One Van de Graaff Drive, Suite 502
Burlington, Massachusetts 01803-5188
30th September 2000
Dear Raymond:
Further to our recent discussions meetings I am pleased to be able to offer my
services to Authoriszor Inc. (the "Company") as a non-executive director subject
to the following terms and conditions as set out in this letter (the
"Agreement").
My appointment shall be deemed to have commenced with effect from 18th October
2000 and shall continue unless terminated by either myself or the Company. It
is expected that my initial appointment will be for a period of not less than 3
years. I may terminate my service as a director by submitting my resignation as
a director and by giving at least three (3) months written notice to the Company
with respect to such resignation. If the Company requests that I resign as a
director, I will do so, provided that the Company gives me at least three months
written notice. Notwithstanding the foregoing, my service as a director shall
terminate immediately if (i) I fail to be elected at any stockholder meeting in
which directors are elected; (ii) I am removed as a director by the action of
the stockholders of the Company; or (iii) the Board of Directors in the exercise
of its fiduciary duty shall have determined that I should be removed as a
director for cause.
During the term of my engagement as a non-executive director of the Company I
shall use my best endeavours to promote the interest of the Company and its
subsidiaries as required for the proper performance of my duties as a non-
executive director of the Company. Such duties include without limitation the
provisions of my time for preparation for and attendance at board meetings and
committees of the company (including audit and remuneration committee if so
required) and other duties as may be agreed between us from time to time. The
Company will use all reasonable endeavours to notify me well in advance as to
when board and other meetings are planned. I will perform my duties at the
relevant Company's premises, or elsewhere as agreed between us.
In consideration of the services to be rendered by me to the Company, the
Company shall pay to me a fee of $48,000 per annum (the "Fee"). The Fee will be
payable monthly in arrears on the last day of each such month subject to me
previously rendering an invoice in respect thereof to the Company. Furthermore,
the Company proposes to grant to me an option to purchase 100,000 shares of
common stock of the Company at an exercise price equal to the closing price of
the Company's common stock on Nasdaq on the effective date of this agreement
(October 18, 2000) in accordance with the Company's 2000 Omnibus Stock and
Incentive Plan (the "Plan"), and subject to the terms and conditions contained
in a Stock Option Agreement between myself and the Company. The Stock Option
Agreement shall provide that the option shall become exercisable for a three (3)
year term if, and when, I am re-elected to the Board of Directors at the
Company's 2000 Annual Meeting of Stockholders and the Plan is approved by the
Stockholders at the 2000 Annual Meeting of Stockholders. The Stock Option
Agreement shall terminate upon the effective date of my resignation from the
Board of Directors and shall otherwise be in
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a form substantially similar to the Company's Stock Option Agreement with
yourself, including, but not limited, to the termination provisions and the
definition of termination for "cause" set forth therein.
The Company will reimburse me for any reasonable out of pocket expenses incurred
in the performance of my duties. If requested I must produce to the Company any
receipts or other evidence of actual payment of my expenses as the Company may
reasonably require. In addition, the Company will reimburse me for reasonable
travelling expenses incurred and mileage driven by me on the Company's business
at the rate of 80p per mile.
In consideration of my entering into this Agreement I hereby warrant and
undertake to the Company that in entering into and performing my duties
hereunder that I am not subject to any restriction which might hinder or prevent
me from fully performing any of my duties and that I am not in breach of any
other contract.
During the course of this Agreement I acknowledge that I will have access to
confidential information which shall include all information which is of a
confidential nature and of a value to the Company and its subsidiaries. Such
information shall include (in particular but without limitations) information
concerning goods or services, know-how, research and development and development
and business method, production and manufacturing processes, suppliers,
customers, financial position and all business affairs of the Company and its
subsidiaries generally which shall not include information which has come into
the public domain other than as a result of wrongful disclosure by me. Without
the Company's consent in writing, I shall not use or disclose any confidential
information except as necessary to provide my services hereunder and further
after termination of this Agreement (howsoever occurring) I will not for any
reason without the Company's prior written consent use or disclose any
confidential information nor cause it to be used or to be disclosed through any
failure to exercise due care or due diligence without limits of point of time.
Further, on termination of this Agreement under any circumstances I shall return
to the Company in good condition (fair wear and tear excepted) all of the
Company's property in my possession or control together with all materials in my
possession or control which relate to the Company and it subsidiaries and I
shall not return copies thereof. Finally, upon termination of this Agreement by
myself or the Company, as the case may be, I will not at any time represent
myself at any time thereafter or cause or permit myself to represent to any
other person or entity as being in any way still connected with the Company or
any of its subsidiaries. Additionally, I acknowledge that I will be subject to,
and will comply with, the Company's Insider Trading Policy, as amended or
supplemented from time to time, for the duration of this Agreement.
I acknowledge that I am not an employee of the Company and accordingly I shall
be responsible for and shall indemnify the Company against any claims made by
any competent authority against the Company in respect of any income tax,
national insurance or similar contributions or any other taxation in each case
relating to the provision of my services hereunder.
This Agreement is governed by the law of the Commonwealth of Massachusetts.
Notices shall be delivered by hand or registered first class post to the office
of the Company as set forth above.
I may notify any change of address in writing to the Company's office as set
forth above, any notice delivered by hand shall be served at the time of
delivery, notices sent by post shall be served 96 hours after the time of
posting in proving service it shall be sufficient to prove that hand delivery
was made or that the envelope containing the notice was properly addressed as
the case maybe.
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Any provisions of this Agreement which are expressed to operate or have effect
after the termination of this Agreement shall remain in effect after
termination.
Would you please sign the enclosed copy of this letter and return it as your
confirmation as your acceptance of its contents. If there is any aspect of this
arrangement you wish to discuss or have clarified please do not hesitate to
contact me.
Yours sincerely,
For and on behalf of Authoriszor Inc., this day of October __, 2000, I hereby
agree to the terms of the letter, dated 30th September 2000, a copy of which is
set out above.
AUTHORISZOR INC.
By:
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Raymond G. H. Seitz
Chairman of the Board
