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EXHIBIT 24
Princeton Video Image, Inc.
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May 22, 1998
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Dear ▇▇▇▇:
This letter constitutes an amendment, effective as of the date hereof,
to your employment agreement with Princeton Video Image, Inc. (the "Company")
dated as of January 24, 1997 (the "Employment Agreement") and your Stock Option
Agreements dated February 1, 1997 and January 24, 1998 (collectively, the
"Option Agreements").
In consideration of the new agreements contained herein between you and
the Company, you agree that you will submit your resignation from the offices of
President and Chief Executive Officer and as a director of the Company
immediately upon the request of the Chairman of the Company. We anticipate that
such request will occur prior to the next annual meeting of shareholders of the
Company. The Company will continue to pay your current salary (exclusive of
bonuses) through December 31, 1998. Except for those provisions specifically
referenced in this letter, your Employment Agreement will be deemed terminated
effective as of the date of receipt by the Company of your written resignation
(the "Resignation Date").
In connection with your resignation, you will be entitled to the
following:
A. You will be compensated for any unused sick and vacation
pay as of the Resignation Date, under the terms of the Company's Personnel
Policy Handbook. Payment for all such accrued vacation and sick time will be
made in a lump sum within thirty (30) days after the Resignation Date.
B. Pursuant to a federal law popularly known as COBRA, you
have the right to continue coverage of your group health and medical insurance
policies after the Resignation Date, at your cost, at the group rate plus a
small administrative charge. Please communicate with ▇▇▇▇ ▇▇▇▇▇▇ concerning your
wishes to continue such coverage.
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May 22, 1998
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Notwithstanding your resignation, the Company will compensate you after
the Resignation Date for consulting services as follows:
1. Pursuant to your Option Agreements, as of the date of this
letter you have currently exercisable options to purchase 70,293 shares of the
Company's Common Stock. The Option Agreements are hereby amended such that
commencing on the date of this letter an additional 50,000 of the options
granted by the Option Agreements will vest at the rate of one-thirtieth (1/30)
per month for thirty (30) months, provided that you remain in the satisfactory
employ of the Company as a consultant as provided under this letter. All other
options previously granted to you shall be deem canceled. Under the current
terms of the Option Agreements, any unexercised options which have vested by the
Resignation Date will expire ninety (90) days after the Resignation Date. The
Option Agreements are hereby further amended to provide that the options which
have vested as of the Resignation Date and any options which vest after the
Resignation Date pursuant to the second sentence of this paragraph, shall remain
eligible for exercise until the close of business on the third anniversary of
the Resignation Date (or if such day is not a business day, the next following
business day), notwithstanding your ceasing to be an employee of the Company;
provided, however, that such vested options shall cease to be exercisable if the
Company determines that you have violated the terms of Section 2, 3, 4, 5 or 6
of this letter. Further, subject to approval by the Board of Directors of the
Company which approval management shall recommend), the exercise price of the
options granted by the Option Agreements which are in excess of $8.00 shall be
reduced to eight dollars ($8.00) per share. You acknowledge that under
applicable law, any vested options exercised more than three (3) months after
you cease to be employed by the Company shall not be eligible for treatment as
federal income tax qualified incentive stock options and shall be non-qualified
stock options.
2. You agree that, during the period from the Resignation Date until
the third anniversary of such date, upon the exercise of any of the vested
options, you will not sell, exchange, transfer or otherwise dispose of more than
five thousand (5,000) shares per month or two thousand (2,000) shares per week
of the underlying Common Stock. (The foregoing restriction shall not prohibit
you from exercising any or all of the vested options at one or more times,
should you so choose.) You further agree that the Company is authorized to
instruct its registrar and transfer agent of such volume limitation on transfer
and that the registrar and transfer agent may refuse to transfer shares
submitted for transfer in excess of this limitation.
3. You agree to provide to the Company such consulting services as may
be reasonably requested by the Company between the Resignation Date and February
1, 2001 (the "Consulting Period"), provided that you shall not be obligated to
travel or to provide any services which would conflict with other work or
volunteer obligations you may have from time to time. During the Consulting
Period you agree to continue to abide by, and be subject to, the obligations of
Sections 7 (Developments), 8 (Non-Disclosure) and 9 (Non-Competition) of your
Employment Agreement.
4. You agree that during the Consulting Period you will not undertake
any activity which, in the reasonable determination of the Company, is or could
be detrimental to the reputation or business interests of the Company.
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May 22, 1998
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5. During the Consulting Period you agree to refrain from making any
disparaging statements, whether written or oral, to any other person or entity
concerning or relating to the Company, the business of the Company, any research
or development program conducted by or for the benefit of the Company, or any
director, officer or senior employee of the Company.
6. You agree that as of the date of this letter you do not have any
claims upon which you could ▇▇▇ the Company and that the Company shall only be
financially obligated to you as provided in this letter. Further, you agree not
to ▇▇▇ the Company with respect to, and you agree to waive and release the
Company from, any and all claims, actions and causes of action, whether known or
unknown, which you have or could claim on the Resignation Date. This release
includes, without limitation, all claims arising during your employment or as a
result of your resignation and all claims arising under federal, state or local
laws prohibiting employment discrimination based upon age, race, religion,
handicap, national origin or any other protected characteristic, including, but
not limited to, any and all claims arising under the Age Discrimination in
Employment Act, 29 U.S.C. Section 621 et seq. or Title VII of the Civil Rights
Act of 1964. You acknowledge that you are giving this release in consideration
of the promises and obligations of the Company contained in this letter, which
are in addition to any other payments or benefits to which you are entitled by
virtue of your resignation.
7. You acknowledge that all payments made to you by the Company
pursuant to this letter, or otherwise in respect of your resignation, are
subject to all applicable withholding requirements.
8. The Company's obligations set forth in this letter are conditioned
upon your compliance with the terms and conditions of this letter.
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May 22, 1998
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Please sign below to indicate your agreement to the terms and
conditions of this letter. The enclosed copy is for your files.
Sincerely,
/s/ ▇▇▇▇▇ F ▇▇▇▇▇▇▇▇
▇▇▇▇▇ F ▇▇▇▇▇▇▇▇
Chairman of the Board
Accepted and agreed to as of
the 22nd day of May 1998
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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