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EXHIBIT 10.2
October 18, 2000
[ZIXIT LETTERHEAD]
VIA FEDERAL EXPRESS
Mr. Jeffrey P. Papows
Maptuit Corporation
35 Corporate Drive, 4th Floor
Burlington, Massachusetts 01803
Dear Jeff:
This letter memorializes the agreement you and ZixIt Corporation
("ZixIt" or the "Company") have reached regarding the additional ZixIt
responsibilities you are assuming.
o You have agreed to serve as Chairman of the Board of Directors
of ZixIt Corporation. In addition to the normal Chairman's
duties, you will have direct responsibility for the sales and
marketing management of the Company's products and services.
The Company's sales and marketing personnel will report to
you.
o The Company will pay to you $12,500 per month cash
compensation. Additionally, the Company will pay your travel
and other business related expenses that we have discussed.
o The Company will issue to you non-qualified options to acquire
175,000 shares of ZixIt common stock at an exercise price of
$19.75 per share. The option grant will vest pro-rata and
annually over two years, and the vesting of the options will
accelerate upon a "change in control" of the Company. The
options will have a five year term. The terms and conditions
of the option grant will be set forth in an option agreement,
which will be reviewed and approved by the Company's Board of
Directors or its designee.
o Your responsibility for the sales and marketing management of
the Company's products and services may be terminated by
either you or the Company upon written notice with or without
"cause." However, if the Company terminates without "cause,"
then the vesting of your options will automatically
accelerate.
If this letter sets forth your understanding of our agreement, please
so indicate by signing below and returning a copy of this letter to us for our
files.
Very truly yours,
/s/ DAVID P. COOK
David P. Cook
Chairman & CEO
AGREED AND ACCEPTED
/s/ Jeffrey P. Papows
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Jeffrey P. Papows
Date: 10/19/00
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