June 25, 2018

 

Attn:	Allon Caidar
Re:	Offer to join TVPage

Dear Allon:

We are pleased to confirm the terms of your employment. Your package consists of the following:

 

Position – CEO

 

Base Salary – $150,000/Year, shifting to $200,000/Year upon TVP reaching $2M in total revenue for a consecutive 12-month period or (ii) the closing of a round of at least $5M (not including the current financing round); whichever comes first.

 

Annual Bonus – To be determined by the Board of Directors and applied in the first calendar year in which the above conditions that bring the base salary to $200,000 have been satisfied.

 

Healthcare – You will be entitled to participate in the TVPage healthcare plan, with TVPage contributing up to $1,000/month towards the cost of coverage for you and your family.

 

Vacation – 18 Days Annually

This letter sets forth our entire agreement and understanding regarding the terms of your employment with TVP and supersedes any prior representations or agreements, whether written or oral. This letter may not be modified in any way except in writing signed by an officer of TVP.

 

Your offer is contingent upon (1) completion of the TVP Employment Application; (2) successful completion of a routine background investigation and references; (3) signing of the TVP Proprietary Information and Inventions Agreement; and (4) signing of the TVP Mutual Arbitration Agreement.

 

TVP is an “at-will” employer.   That means that both employees and TVP have the right to terminate employment at any time, with or without advance notice, and with or without cause. Employees may also be demoted or disciplined and the terms of their employment may be altered at any time, with or without cause, at the discretion of TVP. No one other than an officer of TVP has the authority to alter this arrangement, to enter into an agreement for employment for a specified period of time, or to make any

TVPage, Inc. 6827 Nancy Ridge Drive, San Diego, CA 92121| t: 858.427.4909| f: 858.427.4951| tvpage.com

agreement contrary to this policy, and any such agreement must be in writing and must be signed by an officer of TVP and by the affected employee.

 

You hereby represent that your employment with TVP will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by you in confidence prior to becoming an employee of the company, and you will not use or disclose to the company, or induce the company to use or disclose, any confidential or proprietary information or material belonging to any previous employer or others, unless consented to in writing by such prior employer, person or entity and the company. You further agree to not bring onto the premises of TVP any documents or any property belonging to any former employer or other person to whom you have an obligation of confidentiality, unless consented to in writing by such prior employer, person or entity and TVP.

 

TVP is an organization that maintains an outstanding reputation for exciting, innovative and quality products. Credit for this goes to every one of our employees. We look forward to you accepting our offer and becoming part of the TVP team.

 

Sincerely,

APPROVED BY BOARD OF DIRECTORS ON JUNE 25, 2018 BOARD MEETING. ACCEPTED AND AGREED:

/s/ Allon Caidar

Signature

JUNE 25, 2018

Date

January 1, 2020

 

RE: Addendum to Allon Caidar Employment Agreement

 

In recognition of Allon Caidar’s significant contribution to the Company as CEO, the Company hereby grants to Allon Caidar the following options:

 

 

The exercise price for all options shall be the Fair Market Value as of the date hereof. All vesting shall be 100% accelerated upon the closing of a Corporate Transaction, as further defined in the TVPage Stock Option Plan and related documents.

 

Approved by the Board of Directors as of January 21, 2020

/s/ Katie Wilson

Katie Wilson, Secretary

TVPage, Inc. 6827 Nancy Ridge Drive, San Diego, CA 92121| t: 858.427.4909| f: 858.427.4951| tvpage.com

February 8, 2021

 

RE: Addendum to Allon Caidar’s Employment Agreement

Attn: Allon Caidar

 

Re: ISO Grant

 

ISO Grant: Effective as of January 22, 2020 and until the earlier of (i) a corporate financing in which the Company raises at least $2M, or (ii) December 31, 2021, you shall receive the delta between the amount of salary authorized to be paid as compensation to you as CEO of TVPage and the amount of salary actually paid, in the form of ISO Stock Option Grants. Said calculation and options shall be granted at Fair Market Value, as determined by the Board of Directors.

 

As of January 2021, the options shall be granted on a quarterly basis, and fully vested upon grant. Sincerely,

 

Katie Wilson, Secretary

Accepted and Agreed:

Allon Caidar, CEO

 

Dated

TVPage, Inc. 6827 Nancy Ridge Drive, San Diego, CA 92121| t: 858.427.4909| f: 858.427.4951| tvpage.com