[@pos.com,Inc. LETTERHEAD]
April 24, 2000
Mr. Aziz Valliani
1111 Tewa Court
Fremont, CA 94539
Dear Aziz,
This letter documents the terms of your agreement with @pos.com, Inc. regarding
your transition to ReceiptCity.com. Consistent with our strategy, we understand
that you will become a full time Chairman, CEO and President of ReceiptCity.com
effective May 1, 2000.
If Michael Dorsey accepts his offer dated April 20, 2000, your resignation as an
officer of @pos.com will become effective on his date of acceptance. You will,
however, remain an active member of the @pos.com, Inc. Board of Directors. As a
Director of the company, you will be expected to attend the board meetings, high
level strategy meetings and be available to consult with the company's
management team. Additionally, to help the company achieve its goals, the
executive team would look upon you to share your valuable experience and for
introduction to appropriate contacts.
In connection with and effective upon your resignation as Chief Executive
Officer, your stock options dated 7/1/99 and 7/9/99 will become fully vested and
any other unvested options will cease to vest as of your termination date. You
will not have the right to exercise these options as to any shares that are not
vested, notwithstanding the terms of the option agreements. As provided in the
option agreements, you will have the ability to exercise these vested options at
any time until 90 days after you are no longer an employee of or consultant to
@pos.com or a majority-owned subsidiary of @pos.com (or for such longer period
upon your death or disability as provided in the option agreements), subject to
termination of the options on their respective expiration dates.
As compensation for your services as a Director, @pos.com will offer you a
non-statutory option to purchase 60,000 shares of its common stock at the
prevailing share price on the day of your acceptance of this proposal. Your
options will vest monthly over a four year period. We hope to renew our
relationship annually upon mutual agreement and shareholder approval. We hope
you will find this to be a satisfactory arrangement.
Please indicate your approval of this proposal by signing below.
Signed,
@pos.com Board of Directors Compensation Committee
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Accepted, Aziz Valliani Date
