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Ex-10.48
Assignment and Amendment of Employment Agreement by and between Dennis Wood,
eTraxx Corporation and the Company dated July 1, 2000
EXHIBIT 10.48
ASSIGNMENT AND AMENDMENT OF EMPLOYMENT AGREEMENT
ASSIGNMENT
For valuable consideration, receipt which is hereby acknowledged, eTraxx
Corporation, whose principle office is located at 1167A Chess Drive, Foster
City, CA 94404, hereby assigns all of its right, title and interest in that
certain Employment Agreement (the "Agreement") between eTraxx Corporation and
Dennis Wood dated April 1, 2000 to Telegen Corporation, effective July 1, 2000.
Telegen Corporation accepts such assignment of the Agreement and agrees to be
bound by the terms, obligations and benefits of said Agreement.
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eTraxx Corporation: Telegen Corporation:
By: /s/ JESSICA L. STEVENS By: /s/ WILLIAM M. SWAYNE
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Title: CEO Title: PRESIDENT/COO
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Date: JULY 1, 2000 Date: JULY 1, 2000
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Acknowledged:
/s/ DENNIS WOOD
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Dennis Wood
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AMENDMENT
Telegen Corporation, the assignee in the above referenced Agreement, and Dennis
Wood, the Executive, for valuable consideration, receipt which is hereby
acknowledged, do hereby agree to amend the Agreement by adding the following as
a new paragraph 7 to Schedule 2.4 of the Agreement. The word "Company" as used
in this amendment shall mean Telegen Corporation.
"7. Executive, upon approval by the Bankruptcy Court of the
Company's Plan of Reorganization, shall be granted a qualified
stock option to purchase 100,000 shares of the Company
(Telegen) Shares at the exercise price of $1.75 per share.
Such options shall vest monthly on a pro rata basis over a 12
month period at 8,333 shares per month commencing from July 1,
2000 and shall be issued under the Company's employee
incentive stock option plan. Executive shall be entitled to
registration rights, as may be required, for all underlying
Company Shares in like manner, right, and time as any owned by
any executive of Company. Such underlying shares shall be
included in any subsequent S-1 or other registration statement
as may be required to be filed with the SEC. There would be a
100% acceleration in the vesting for all of these non-vested
Company Shares should there be (i) a change in control of the
Company, (ii) Executives business segment of the Company for
which he is organizationally responsible or is assigned to for
personal, administrative or business reasons is transferred by
sale, merger or any other method to an entity, or (iii)
Executive is terminated under paragraph 3.2(a)(1) from the
employment of either the Company or the Subsidiary for any
reason, other than "cause."
/s/ DENNIS WOOD Telegen Corporation:
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Dennis Wood
By: /s/ WILLIAM M. SWAYNE
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Title: PRESIDENT/COO
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Date: JULY 1, 2000
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